Inversiones Alsacia Disclosure Statement

CLEARY GOTTLIEB STEEN & HAMILTON LLP
One Liberty Plaza

New York, New York 10006
Telephone: (212) 225-2000
Facsimile: (212) 225-3999
Lisa M. Schweitzer

Proposed Counsel to the Debtors
and Debtors in Possession

UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK
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In re
Inversiones Alsacia S.A., et al.,
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Debtors.
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Chapter 11

Case No. 14-_____ (___)

Joint Administration to Be Requested
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DISCLOSURE STATEMENT FOR THE JOINT PREPACKAGED PLAN OF REORGANIZATION OF
INVERSIONES ALSACIA S.A. AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE
BANKRUPTCY CODE

THIS IS A SOLICITATION OF VOTES TO ACCEPT OR REJECT THE PLAN IN ACCORDANCE
WITH SECTION 1125 AND WITHIN THE MEANING OF SECTION 1126 OF THE BANKRUPTCY
CODE, 11 U.S.C. 1125, 1126. THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY
THE BANKRUPTCY COURT. THIS DISCLOSURE STATEMENT WILL BE SUBMITTED TO THE
BANKRUPTCY COURT FOR APPROVAL FOLLOWING SOLICITATION AND THE DEBTORS
FILING FOR RELIEF UNDER CHAPTER 11 OF THE BANKRUPTCY CODE. THE INFORMATION
IN THIS DISCLOSURE STATEMENT IS SUBJECT TO CHANGE. THIS DISCLOSURE STATEMENT
IS NOT AN OFFER TO SELL ANY SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY ANY
SECURITIES.

Dated: September 15, 2014
1
The Debtors, together with each of the Debtors Chilean federal tax identification number, are: Inversiones
Alsacia S.A. [99.577.400-3]; Express de Santiago Uno S.A. [99.577.390-2]; Inversiones Eco Uno S.A. [76.195.710-
4]; and Panamerican Investments Ltd. [59.164.900-0]. The location of the corporate headquarters and the service
address for Inversiones Alsacia S.A. and Panamerican Investments Ltd. is: Avenida Santa Clara 555, Huechuraba,
Santiago, Chile. The location of the corporate headquarters and the service address for Express de Santiago Uno
S.A. and Inversiones Eco Uno S.A. is: Camino El Roble 200, Pudahuel, Santiago, Chile.

l4-l2896-mg Doc l7 Filed l0/l6/l4 Entered l0/l6/l4 09:32:57 Main Document
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Inversiones Alsacia S.A. and certain of its affiliated entities (collectively, the Debtors) are
sending you this document and the accompanying materials (the Disclosure Statement)
because you may be a creditor entitled to vote on the Debtors Joint Prepackaged Chapter
11 Plan (including all exhibits annexed thereto and the Plan Supplement, as it may be
modified, amended or supplemented from time to time, the Plan).
2
The Debtors are
commencing the solicitation of your vote to approve the Plan (the Solicitation) before the
Debtors file voluntary cases under chapter 11 of Title 11 of the United States Code, as
amended (the Bankruptcy Code).
The Debtors may file voluntary reorganization cases under chapter 11 of the Bankruptcy
Code to implement the Plan (the Chapter 11 Cases). Because the Chapter 11 Cases have
not yet been commenced, this Disclosure Statement has not been approved by the
Bankruptcy Court as containing adequate information within the meaning of section
1125(a) of the Bankruptcy Code. If the Debtors file the Chapter 11 Cases, they will
promptly seek an order of the Bankruptcy Court (a) approving this Disclosure Statement as
having contained adequate information, (b) approving the solicitation of votes as having
been in compliance with section 1126(b) of the Bankruptcy Code and (c) confirming the
Plan. The Bankruptcy Court may order additional disclosures.
SPECIAL NOTICE REGARDING FEDERAL AND STATE SECURITIES LAWS
Neither this Disclosure Statement nor the Plan has been filed with or reviewed by the
Bankruptcy Court, and the securities to be issued on or after the Effective Date will not have
been the subject of a registration statement filed with the United States Securities and
Exchange Commission (the SEC) under the United States Securities Act of 1933, as
amended (the Securities Act), or any securities regulatory authority of any state under any
state securities law (Blue Sky Laws). The Debtors are relying on section 4(a)(2) and
Regulation S under the Securities Act, and similar Blue Sky Laws provisions, to exempt
from registration under the Securities Act the offer of New Notes to Qualified Holders of
Senior Secured Notes Claims before the filing of the Chapter 11 Cases, including without
limitation in connection with the Solicitation.
After the filing of the Chapter 11 Cases, the Debtors are relying on the exemption from the
Securities Act, and equivalent state law registration requirements, provided by section
4(a)(2) and Regulation S under the Securities Act, and similar Blue Sky Laws provisions, to
exempt from registration under the Securities Act and Blue Sky Laws the offer and sale of
New Notes to Qualified Holders under the Plan.
The Plan has not been approved or disapproved by the SEC or any state securities
commission, and neither the SEC nor any state securities commission has passed upon the
accuracy or adequacy of the information contained herein. In addition, the New Notes have
not been approved or disapproved by the SEC, any state securities commission or any other
regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the
merits of the Plan or the accuracy or adequacy of this Disclosure Statement. Any
representation to the contrary is a criminal offense. This Disclosure Statement does not
constitute an offer to sell or the solicitation of an offer to buy securities in any state or
jurisdiction in which such offer or solicitation is not authorized.

2
Unless otherwise defined in this Disclosure Statement, all capitalized terms used, but not otherwise
defined, in this Disclosure Statement shall have the meanings ascribed to them in the Plan.
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SPECIAL NOTICE REGARDING CHILEAN SECURITIES LAWS
The securities to be issued on or after the Effective Date will not be registered with the
Chilean Securities Registry (Registro de Valores) or the Chilean Foreign Securities Registry
(Registro de Valores Extranjeros) maintained by the Chilean Securities and Insurance
Supervisor (Superintendencia de Valores y Seguros or SVS) under Law No. 18.045, as
amended (the Chilean Securities Market law), and accordingly, the New Notes cannot and
will not be offered or sold to persons in Chile except in circumstances which have not
resulted and will not result in a public offering under Chilean law, and in compliance with
Rule (Norma de Carcter General) No. 336, dated June 27, 2012, issued by the SVS. This
Disclosure Statement and the Plan is solely the responsibility of Inversiones Alsacia S.A. and
its affiliated Debtors and has not been reviewed or authorized by the SVS.
The deadline for Holders of Senior Secured Notes Claims to accept or reject the Plan is 5:00 p.m. (Prevailing
Eastern Time) on October 10, 2014 (the Voting Deadline) unless the Debtors, with the prior consent of the
Requisite Consenting Senior Secured Noteholders, and from time to time, extend the Voting Deadline. To be
counted, the ballot (the Ballot) or master ballot (the Master Ballot) indicating acceptance or rejection of the Plan
must be received by the Debtors notice, claims, and balloting agent (Prime Clerk LLC or the Balloting Agent)
no later than the Voting Deadline.

The Debtors cannot assure you that the disclosure statement, including any exhibits thereto, that is ultimately
approved by the Bankruptcy Court in the Chapter 11 Cases (a) will contain all of the terms described in this
Disclosure Statement or (b) will not contain different, additional, or material terms that do not appear in this
Disclosure Statement. The Debtors urge each Holder of a Claim or Interest (i) to read and consider carefully
this entire Disclosure Statement (including the Plan and the matters described under Article XI of this
Disclosure Statement, entitled Risk Factors) and (ii) to consult with its own advisors with respect to
reviewing this Disclosure Statement, the Plan and each of the proposed transactions contemplated thereby
prior to deciding whether to accept or reject the Plan. You should not rely on this Disclosure Statement for
any purpose other than to determine whether to vote to accept or reject the Plan.

If the Plan is confirmed by the Bankruptcy Court and the Effective Date occurs, all Holders of Claims
against, and Holders of Interests in, the Debtors (including, without limitation, those Holders of Claims or
Interests who do not submit Ballots to accept or reject the Plan or who are not entitled to vote on the Plan)
will be bound by the terms of the Plan and the transactions contemplated thereby.

THIS DISCLOSURE STATEMENT CONTAINS PROJECTED FINANCIAL INFORMATION
REGARDING THE REORGANIZED DEBTORS AND CERTAIN OTHER FORWARD-LOOKING
STATEMENTS, ALL OF WHICH ARE BASED ON VARIOUS ESTIMATES AND ASSUMPTIONS.
SUCH INFORMATION AND STATEMENTS ARE SUBJECT TO INHERENT UNCERTAINTIES AND
TO A WIDE VARIETY OF SIGNIFICANT BUSINESS, ECONOMIC, AND COMPETITIVE RISKS,
INCLUDING, AMONG OTHERS, THOSE SUMMARIZED HEREIN. SEE RISK FACTORS.
CONSEQUENTLY, ACTUAL EVENTS, CIRCUMSTANCES, EFFECTS, AND RESULTS MAY VARY
SIGNIFICANTLY FROM THOSE INCLUDED IN OR CONTEMPLATED BY THE PROJECTED
FINANCIAL INFORMATION AND OTHER FORWARD-LOOKING STATEMENTS CONTAINED
HEREIN THAT, THEREFORE, ARE NOT NECESSARILY INDICATIVE OF THE FUTURE
FINANCIAL CONDITION OR RESULTS OF OPERATIONS OF THE DEBTORS OR REORGANIZED
DEBTORS AND SHOULD NOT BE REGARDED AS REPRESENTATIONS BY THE DEBTORS, THEIR
ADVISORS, OR ANY OTHER PERSONS THAT THE PROJECTED FINANCIAL CONDITION OR
RESULTS CAN OR WILL BE ACHIEVED. NEITHER THE DEBTORS INDEPENDENT AUDITORS
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NOR ANY OTHER INDEPENDENT ACCOUNTANTS HAVE COMPILED, EXAMINED, OR
PERFORMED ANY PROCEDURES WITH RESPECT TO THE FINANCIAL PROJECTIONS AND THE
LIQUIDATION ANALYSIS CONTAINED HEREIN, NOR HAVE THEY EXPRESSED ANY OPINION OR
ANY OTHER FORM OF ASSURANCE AS TO SUCH INFORMATION OR ITS ACHIEVABILITY, AND
ASSUME NO RESPONSIBILITY FOR, AND DISCLAIM ANY ASSOCIATION WITH THE FINANCIAL
PROJECTIONS OR LIQUIDATION ANALYSIS. THERE CAN BE NO ASSURANCE THAT THE
ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS WILL PROVE CORRECT OR THAT
THE DEBTORS ACTUAL ABILITY TO COVER THEIR FUTURE PRINCIPAL AND CASH INTEREST
PAYMENT OBLIGATIONS WILL NOT DIFFER FROM THE INFORMATION CONTAINED WITHIN
THIS DISCLOSURE STATEMENT. THE DEBTORS AND THEIR ADVISORS DO NOT INTEND TO
UPDATE OR OTHERWISE REVISE ANY INFORMATION DISCLOSED HEREIN TO REFLECT ANY
CHANGES ARISING AFTER THE DATE HEREOF OR TO REFLECT FUTURE EVENTS, EVEN IF
ANY ASSUMPTIONS CONTAINED HEREIN ARE SHOWN TO BE IN ERROR. FORWARD-LOOKING
STATEMENTS ARE PROVIDED IN THIS DISCLOSURE STATEMENT PURSUANT TO THE SAFE
HARBOR ESTABLISHED UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
AND SHOULD BE EVALUATED IN THE CONTEXT OF THE ESTIMATES, ASSUMPTIONS,
UNCERTAINTIES AND RISKS DESCRIBED HEREIN.

Except as set forth elsewhere herein, no person has been authorized by the Debtors in connection with the
Plan or the Solicitation to give any information or to make any representation other than as contained in this
Disclosure Statement and the exhibits attached hereto or referred to herein, and, if given or made, such
information or representation may not be relied upon as having been authorized by the Debtors. This
Disclosure Statement does not constitute an offer to sell or the solicitation of an offer to buy any securities
other than those to which it relates, or an offer to sell or a solicitation of an offer to buy any securities in any
jurisdiction in which, or to any person to whom, it is unlawful to make such offer or solicitation.
The statements contained in this Disclosure Statement are made as of the date hereof, and neither the
delivery of this Disclosure Statement nor any issuance of the securities made pursuant to the Plan will, under
any circumstance, create any implication that the information contained herein is correct at any time
subsequent to the date hereof. Any estimates of claims and interests set forth in this Disclosure Statement
may vary from the amounts of claims or interests ultimately allowed by the Bankruptcy Court.
The summaries of the Plan and the other documents contained in this Disclosure Statement are qualified in
their entirety by reference to the Plan itself, the exhibits thereto and all documents described herein. The
information contained in this Disclosure Statement, including, but not limited to, the information regarding
the history, businesses and operations of the Debtors, the historical and projected financial information of the
Debtors (including the projected results of operations of the Reorganized Debtors) and the liquidation
analysis relating to the Debtors is included herein solely for purposes of soliciting acceptances of the Plan.
Such information, including projected financial information and valuation of the Reorganized Debtors, is not
to be construed as admissions or stipulations but rather as statements made in settlement negotiations.
In this Disclosure Statement, the Debtors rely on and refer to information and statistics regarding the
Debtors industry. The Debtors obtained this market data from independent industry publications or other
publicly available information. Although the Debtors believe that these sources are reliable, the Debtors have
not independently verified and do not guarantee the accuracy and completeness of this information.
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TABLE OF CONTENTS
Page
I. EXECUTIVE SUMMARY ........................................................................................................................... 1
II. IMPORTANT INFORMATION ABOUT THIS DISCLOSURE STATEMENT ................................... 2
III. FOREIGN EXCHANGE CONVERSION .................................................................................................. 3
IV. QUESTIONS AND ANSWERS REGARDING THIS DISCLOSURE STATEMENT AND
THE PLAN .................................................................................................................................................... 4
A. What is chapter 11? ........................................................................................................................... 4
B. Why are the Debtors sending me this Disclosure Statement? ........................................................... 4
C. Am I entitled to vote on the Plan? What will I receive from the Debtors if the Plan is
consummated? ................................................................................................................................... 4
D. How do I vote on the plan? ............................................................................................................... 5
E. Is there anything else that I will need to do to receive the New Notes or the Non-
Qualified Distribution? ..................................................................................................................... 6
F. What happens to my recovery if the Plan is not confirmed, or does not go effective? ..................... 7
G. Are any regulatory approvals required to consummate the Plan? ..................................................... 7
H. If the Plan provides that I am entitled to a distribution, do I receive it upon Confirmation
or when the Plan goes effective, and what do you mean when you refer to
Confirmation, Effective Date and Consummation? ................................................................ 7
I. Will the Reorganized Debtors be obligated to continue to pay statutory fees as part of the
bankruptcy process after the Effective Date? .................................................................................... 7
J. When will the Plan Supplement be Filed and what will it include? .................................................. 8
K. What are the Debtors Intercompany Claims and Interests? ............................................................. 8
L. How will Claims asserted with respect to rejection damages affect my recovery under the
Plan? .................................................................................................................................................. 8
M. Will there be releases granted to parties in interest as part of the Plan? ........................................... 8
N. What is the deadline to vote on the Plan? ......................................................................................... 9
O. What is a Confirmation Hearing and will the Bankruptcy Court hold a Confirmation
Hearing? ............................................................................................................................................ 9
P. What is the effect of the Plan on the Debtors ongoing businesses? ................................................. 9
Q. Do the Debtors recommend voting in favor of the Plan? .................................................................. 9
V. THE DEBTORS CORPORATE HISTORY, STRUCTURE, AND BUSINESS OVERVIEW ........... 10
A. The Debtors Prepetition Organizational and Capital Structure ...................................................... 10
B. Summary of the Debtors Businesses and Corporate History ......................................................... 10
C. Summary of the Debtors Prepetition Capital Structure.................................................................. 14
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VI. EVENTS LEADING TO CHAPTER 11 AND PREPETITION RESTRUCTURING
INITIATIVES .............................................................................................................................................. 16
A. New Concession Agreements ......................................................................................................... 16
B. Recent Operations ........................................................................................................................... 16
(i) Rising levels of fare evasion ............................................................................................. 16
(ii) Decline in passenger traffic .............................................................................................. 17
C. Bus Overhaul Program .................................................................................................................... 17
D. The Debtors Debt Service Obligations .......................................................................................... 17
E. Impact on Debtors ........................................................................................................................... 18
VII. THE PROPOSED REORGANIZATION OF THE DEBTORS ............................................................. 19
A. Pre-Solicitation Negotiations .......................................................................................................... 19
B. Solicitation ...................................................................................................................................... 21
VIII. SUMMARY OF THE PLAN ...................................................................................................................... 22
A. General Basis for the Plan ............................................................................................................... 22
B. Governing Law ............................................................................................................................... 22
C. Treatment of Unclassified Claims ................................................................................................... 22
(i) Administrative Claims ...................................................................................................... 22
(ii) Professional Claims .......................................................................................................... 23
(iii) Priority Tax Claims ........................................................................................................... 23
(iv) Payment of Statutory Fees ................................................................................................ 23
(v) Costs and Expenses of Collateral Trustees, Trustee, Paying Agent and Ad Hoc
Group Advisors ................................................................................................................. 23
D. Classification and Treatment of Claims and Interests ..................................................................... 24
(i) Classification of Claims and Interests ............................................................................... 24
(ii) Treatment of Classes of Claims and Interests ................................................................... 24
E. Means for Implementation of the Plan ............................................................................................ 26
(i) General Settlement of Claims ........................................................................................... 26
(ii) Subordination .................................................................................................................... 26
(iii) Sources of Cash for Plan Distributions ............................................................................. 26
(iv) Issuance of the New Notes ................................................................................................ 27
(v) Vesting of Assets in the Reorganized Debtors .................................................................. 27
(vi) Discharge from Notes, Instruments, Certificates and Other Documents .......................... 27
(vii) Execution of Plan Documents ........................................................................................... 28
(viii) Corporate Action .............................................................................................................. 28
(ix) New Corporate Governance Documents........................................................................... 28
(x) Effectuating Documents; Further Transactions ................................................................ 29
(xi) Section 1146(a) Exemption .............................................................................................. 29
(xii) Managers, Directors and Officers ..................................................................................... 29
(xiii) Incentive Plans and Employee and Retiree Benefits ......................................................... 29
(xiv) Preservation of Rights of Action....................................................................................... 29
F. Treatment of Executory Contracts and Unexpired Leases .............................................................. 30
(i) Assumption of Executory Contracts and Unexpired Leases ............................................. 30
(ii) Cure of Defaults and Objections to Cure and Assumption ............................................... 30
(iii) Pre-existing Payment and Other Obligations .................................................................... 31
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(iv) Rejection Damages Claims and Objections to Rejections ................................................ 31
(v) Contracts and Leases Entered Into After the Petition Date ............................................... 31
(vi) Reservation of Rights ....................................................................................................... 32
G. Provisions Governing Distributions ................................................................................................ 32
(i) Distributions on Account of Claims Allowed as of the Effective Date ............................ 32
(ii) Special Rules for Distributions to Holders of Disputed Claims........................................ 32
(iii) Disbursing Agent .............................................................................................................. 32
(iv) Distributions on Account of Senior Secured Notes Claims .............................................. 33
(v) Book Entry Transfer: ATOP ............................................................................................. 35
(vi) Letter of Transmittal ......................................................................................................... 36
(vii) Delivery of Distributions and Undeliverable or Unclaimed Distributions ........................ 36
(viii) Claims Paid or Payable by Third Parties .......................................................................... 38
(ix) Setoffs ............................................................................................................................... 38
(x) Allocation Between Principal and Accrued Interest ......................................................... 39
H. Conditions Precedent to Confirmation and Consummation of the Plan .......................................... 39
(i) Conditions Precedent to the Effective Date ...................................................................... 39
(ii) Waiver of Conditions Precedent ....................................................................................... 40
(iii) Effect of Non-Occurrence of Conditions to Consummation ............................................. 40
I. Modification, Revocation or Withdrawal of the Plan ..................................................................... 40
(i) Modification of Plan ......................................................................................................... 40
(ii) Revocation or Withdrawal of Plan .................................................................................... 40
J. Effect of Confirmation of the Plan .................................................................................................. 40
(i) Compromise and Settlement of Claims, Interests and Controversies ............................... 40
(ii) Discharge of Claims and Termination of Interests ........................................................... 41
(iii) Releases by the Debtors .................................................................................................... 41
(iv) Releases by Releasing Parties ........................................................................................... 42
(v) Exculpation ....................................................................................................................... 42
(vi) Injunction .......................................................................................................................... 43
(vii) Protection Against Discriminatory Treatment .................................................................. 43
(viii) Indemnification ................................................................................................................. 43
(ix) Recoupment ...................................................................................................................... 43
(x) Release of Liens ................................................................................................................ 44
(xi) Reimbursement or Contribution ....................................................................................... 44
IX. ANTICIPATED EVENTS OF THE CHAPTER 11 CASES ................................................................... 45
A. Voluntary Petitions ......................................................................................................................... 45
B. Expected Timetable of the Chapter 11 Cases .................................................................................. 45
C. First Day Relief ............................................................................................................................... 45
(i) Approval of Solicitation Procedures and Scheduling of Confirmation Hearing ............... 45
(ii) Cash Management System ................................................................................................ 45
(iii) Cash Collateral.................................................................................................................. 45
(iv) Wages ............................................................................................................................... 46
(v) Insurance ........................................................................................................................... 46
(vi) Trade Vendors and Other Unsecured Creditors ................................................................ 46
(vii) Other Procedural Motions and Professional Retention Applications ................................ 46
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X. PROJECTED FINANCIAL INFORMATION ......................................................................................... 47
XI. RISK FACTORS ......................................................................................................................................... 50
A. Risks Relating to the Plan Solicitation and Confirmation ............................................................... 50
B. Risks Related to the Debtors and Reorganized Debtors Businesses ............................................. 56
C. Risks Related to the Plan Securities ................................................................................................ 65
D. Risks Related to the Concession Agreements ................................................................................. 69
E. Risks Related to Chile ..................................................................................................................... 73
XII. CONFIRMATION OF THE PLAN ........................................................................................................... 76
A. Requirements for Confirmation of the Plan .................................................................................... 76
B. Best Interests of Creditors/Liquidation Analysis ............................................................................ 76
C. Feasibility ........................................................................................................................................ 76
D. Acceptance by Impaired Class ........................................................................................................ 76
XIII. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN ....................... 78
A. Liquidation Under Chapter 7 .......................................................................................................... 78
B. Alternative Plan(s) of Reorganization ............................................................................................. 78
C. Dismissal of the Debtors Chapter 11 Cases ................................................................................... 78
XIV. CERTAIN SECURITIES LAW MATTERS ............................................................................................ 79
A. Plan Securities ................................................................................................................................. 79
B. Issuance and Resale of Plan Securities under the Plan ................................................................... 79
(i) Exemptions from Registration Requirements of the Securities Act and State
Blue Sky Laws .................................................................................................................. 79
(ii) Resales of Plan Securities; Definition of Underwriter ...................................................... 79
XV. CERTAIN CHILEAN AND UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES OF THE PLAN .......................................................................................................... 81
A. Introduction ..................................................................................................................................... 81
B. Certain U.S. Federal Income Tax Consequences of the Plan to the Debtors .................................. 81
C. Certain Chilean Income Tax Consequences of the Plan to Holders of Allowed Claims ................. 81
(i) Taxation of Interest and Principal ..................................................................................... 82
(ii) Capitalized Interest ........................................................................................................... 82
(iii) Gross-Up of Interest Withholding .................................................................................... 82
(iv) Taxation of Payments of Principal and Dispositions of the New Notes ........................... 82
(v) Taxation of Exchange of Senior Secured Notes Claims for New Notes ........................... 82
(vi) Transfer and Other Taxes ................................................................................................. 83
D. Certain U.S. Federal Income Tax Consequences of the Plan to Holders of Allowed
Claims ............................................................................................................................................. 83
(i) Consequences to U.S. Holders of Senior Secured Notes .................................................. 83
(ii) Accrued Interest ................................................................................................................ 85
(iii) Foreign Tax Credits .......................................................................................................... 85
(iv) Stated Interest and Additional Amounts on the New Notes.............................................. 85
(v) Issue Price ......................................................................................................................... 86
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(vi) Original Issue Discount .................................................................................................... 86
(vii) Market Discount ............................................................................................................... 87
(viii) Amortizable Bond Premium ............................................................................................. 87
(ix) Sale, Exchange, or Other Taxable Disposition of New Notes .......................................... 87
(x) Withholding and Reporting .............................................................................................. 88
(xi) Medicare Tax .................................................................................................................... 88
XVI. REGULATORY APPROVALS REQUIRED TO APPROVE THIS TRANSACTION ....................... 89
XVII. SOLICITATION AND VOTING PROCEDURES .................................................................................. 90
A. The Solicitation Package ................................................................................................................. 90
B. Voting Deadline .............................................................................................................................. 90
C. Voting Instructions .......................................................................................................................... 90
(i) Note to Holders of Claims in Classes 1A-4A. .................................................................. 91
D. Voting Tabulation ........................................................................................................................... 93
XVIII. RECOMMENDATION .............................................................................................................................. 95

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EXHIBITS
EXHIBIT A Debtors Joint Prepackaged Chapter 11 Plan
EXHIBIT B Restructuring and Plan Support Agreement
EXHIBIT C Financial Projections
EXHIBIT D Liquidation Analysis
EXHIBIT E Description of the New Notes
EXHIBIT F Historical Financial Information
3

THE DEBTORS HEREBY ADOPT AND INCORPORATE EACH
EXHIBIT ATTACHED TO THIS DISCLOSURE STATEMENT
BY REFERENCE AS THOUGH FULLY SET FORTH HEREIN

3
In addition to the historical financial information provided in Exhibit E to this Disclosure Statement herein, the
Debtors may continue to publish their financial information on their respective websites, www.exps1.cl or
www.alsacia.cl, as well as on the website of the SVS, www.svs.cl. The Debtors have previously published
information related to their restructuring on their websites under the heading Inversionistas Comunicados y
Noticias. Information on the Debtors websites and the website of the SVS is not incorporated by reference into
this Disclosure Statement.
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I. EXECUTIVE SUMMARY
The Debtors submit this Disclosure Statement pursuant to section 1125 of the Bankruptcy Code to certain
Holders of Claims in connection with the solicitation of acceptances of the Plan. A copy of the Plan is attached
hereto as Exhibit A. The Plan constitutes a separate chapter 11 plan for each Debtor unless otherwise provided for
in the Plan. Except for the Claims addressed in Article II of the Plan, all Claims and Interests are placed in Classes
for each of the Debtors.
As of March 31, 2014, the Debtors had outstanding debt in the aggregate principal amount of
approximately US$386.2 million, consisting primarily of approximately US$347.3 million in outstanding principal
amount under their 8.0% senior secured notes due 2018 (the Senior Secured Notes).
The Debtors are very pleased to report that after extensive, good faith negotiations with certain of the
Senior Secured Noteholders, the Plan embodies a settlement among the Debtors and their key creditor constituencies
on a consensual transaction that will reduce the Debtors debt service obligations and position the Debtors for
continued operations through the issuance of New Notes to the Qualified Holders, the payment of the Non-Qualified
Holder Distribution to Non-Qualified Holders and the payment of Cash to Holders of General Unsecured Claims as
outlined below. To evidence their support of the Debtors restructuring plan, Senior Secured Noteholders
representing approximately 62.7% of the aggregate outstanding principal amount of the Senior Secured Notes (the
Consenting Senior Secured Noteholders) have executed the Restructuring and Plan Support Agreement, dated as
of August 31, 2014 (as amended by the first amendment, effective as of September, 15, 2014, the RPSA), which
provides for the implementation of the restructuring through an expedited chapter 11 process and commits the
Consenting Senior Secured Noteholders, the Debtors and Global Public Services S.A., Carlos Mario Rios Velilla
and Francisco Javier Rios Velilla, in each case in their capacities as direct or indirect shareholders of the Debtors, to
support the Plan under the terms and conditions of the RPSA. Specifically, after giving effect to the following
transactions contemplated by the RPSA and the Plan, the Debtors will emerge from chapter 11 appropriately
capitalized to support their emergence and going-forward business needs.
Qualified Holders of the Senior Secured Notes Claims will receive their Pro Rata share of the New
Notes and Non-Qualified Holders will receive the Non-Qualified Holder Distribution.
Other Secured Claims, including any and all Claims arising under or in connection with the Bus
Terminal Loan, will be Unimpaired, and each Holder of an Allowed Other Secured Claim will, at
the election of the Reorganized Debtors, (i) have the legal, equitable and contractual rights of such
Holder Reinstated or (ii) receive, at the option of the Debtors, subject to the consent of the
Requisite Consenting Senior Secured Noteholders, which consent shall not be unreasonably
withheld, (A) Cash in an amount equal to such Allowed Other Secured Claim, (B) the property of
the Debtors that constitutes Collateral (as defined in the Description of the New Notes attached
hereto as Exhibit E) securing such Allowed Other Secured Claim, or (C) other treatment that
renders its Allowed Other Secured Claim Unimpaired.
The General Unsecured Claims will be Unimpaired and in exchange for full and final satisfaction,
settlement, release and discharge of each General Unsecured Claim, each Holder of such Allowed
General Unsecured Claim will receive Cash in an amount equal to such Allowed General
Unsecured Claim upon the later of the Effective Date or in the ordinary course of business in
accordance with the terms of the particular transaction giving rise to such Allowed General
Unsecured Claim. Paying the general unsecured creditors in the ordinary course of business will
minimize any disruption to the Debtors businesses, will help the Debtors maintain relationships
with their trade creditors, will maximize the value of the Debtors estates and will allow for a
smooth expeditious reorganization in these Chapter 11 Cases.
Intercompany Claims will be Unimpaired and, at the election of the Reorganized Debtors, subject
to the prior written consent of the Requisite Consenting Senior Secured Noteholders (which
consent shall not be unreasonably withheld), either released, waived and discharged as of the
Effective Date, contributed to the capital of the obligor Entity, dividended or remain Unimpaired,
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as may be agreed to by the applicable Reorganized Debtor and the Holder of such Intercompany
Claim, subject to the requirements of and restrictions in the New Notes Indenture, if any.
All Interests will be Reinstated.
THE DEBTORS BELIEVE THAT THE COMPROMISE CONTEMPLATED UNDER THE PLAN
IS FAIR AND EQUITABLE, WILL MAXIMIZE THE VALUE OF THE DEBTORS ESTATES AND
PROVIDES THE BEST RECOVERY TO HOLDERS OF CLAIMS. AT THIS TIME, THE DEBTORS
BELIEVE THIS IS THE BEST AVAILABLE ALTERNATIVE FOR COMPLETING THESE CHAPTER 11
CASES. THE DEBTORS STRONGLY RECOMMEND THAT YOU VOTE TO ACCEPT THE PLAN.
II. IMPORTANT INFORMATION ABOUT THIS DISCLOSURE STATEMENT
This Disclosure Statement provides information regarding the Plan. The Debtors believe that the Plan is in
the best interests of all creditors and urge all Holders of Claims entitled to vote to vote in favor of the Plan.
Unless the context requires otherwise, reference to we, our, and us are to the Debtors.
The confirmation of the Plan and effectiveness of the Plan are subject to certain material conditions
precedent described herein and in the Plan. There is no assurance that the Plan will be confirmed, or if confirmed,
that the conditions required to be satisfied will be satisfied (or waived).
You are encouraged to read this Disclosure Statement in its entirety, including without limitation, the Plan,
which is annexed as Exhibit A hereto, and the section entitled Risk Factors, before submitting your ballot to vote
on the Plan.
Summaries of the Plan and statements made in this Disclosure Statement are qualified in their entirety by
reference to the Plan, this Disclosure Statement and the Plan Supplement, as applicable, and the summaries of the
financial information and the documents annexed to this Disclosure Statement are qualified in their entirety by
reference to those documents. The statements contained in this Disclosure Statement are made only as of the date of
this Disclosure Statement, and there is no assurance that the statements contained herein will be correct at any time
after such date. Except as otherwise provided in the Plan or in accordance with applicable law, the Debtors are
under no duty to update or supplement this Disclosure Statement.
The information contained in this Disclosure Statement is included for purposes of soliciting acceptances
to, and confirmation of, the Plan and may not be relied on for any other purpose. The Debtors believe that the
summary of certain provisions of the Plan and certain other documents and financial information contained or
referenced in this Disclosure Statement is fair and accurate. The summaries of the financial information and the
documents annexed to this Disclosure Statement, including, but not limited to, the Plan are qualified in their entirety
by reference to those documents.
This Disclosure Statement has not been approved or disapproved by the SEC or the SVS, or any federal,
state, local or foreign regulatory agency, nor has the SEC nor the SVS nor any other such agency passed upon the
accuracy or adequacy of the statements contained in this Disclosure Statement.
The Debtors have sought to ensure the accuracy of the financial information provided in this Disclosure
Statement, but the financial information contained in this Disclosure Statement has not been, and will not be, audited
or reviewed by the Debtors independent auditors unless explicitly stated herein.
Upon the Effective Date, certain of the securities described in this Disclosure Statement, including the New
Notes, will be issued without registration under the Securities Act, or similar federal, state, local or foreign laws, in
reliance on the exemptions provided under section 4(a)(2) and Regulation S of the Securities Act. Such securities
may not be offered or sold except pursuant to a valid exemption or upon registration under the Securities Act,
including, without limitation, Rule 144 of the Securities Act.
The Debtors make statements in this Disclosure Statement that are considered forward-looking statements
under the federal securities laws. Statements concerning these and other matters are not guarantees of the Debtors
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future performance. Such forward-looking statements represent the Debtors estimates and assumptions only as of
the date such statements were made and involve known and unknown risks, uncertainties and other unknown factors
that could impact the Debtors restructuring plans or cause the actual results of the Debtors to be materially different
from the historical results or from any future results expressed or implied by such forward-looking statements. In
addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider
statements labeled with the terms believes, belief, expects, intends, anticipates, plans, or similar terms
to be uncertain and forward-looking. There can be no assurance that the restructuring transaction described herein
will be consummated. Creditors and other interested parties should see the section entitled Risk Factors of this
Disclosure Statement for a discussion of certain factors that may affect the future financial performance of the
Reorganized Debtors.
III. FOREIGN EXCHANGE CONVERSION
This Disclosure Statement provides foreign exchange conversions for amounts originally denominated in
Chilean pesos. Please use the table below as a reference for all exchange rate conversions in this Disclosure
Statement:
2011 2012 2013 YTD March
31, 2014
YTD June 30,
2014
Average
US$/CLP$
Exchange Rate
During Period
483.4 486.8 495.0 551.5 552.9
US$/CLP$
Exchange Rate
at the End of
the Period
519.2 480.0 524.6 551.2 552.7

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IV. QUESTIONS AND ANSWERS REGARDING THIS DISCLOSURE STATEMENT AND THE
PLAN
A. What is chapter 11?
Chapter 11 is the principal business reorganization chapter of the Bankruptcy Code. In addition to
permitting debtor rehabilitation, chapter 11 promotes equality of treatment for creditors and similarly situated equity
interest holders, subject to the priority of distributions prescribed by the Bankruptcy Code.
The commencement of a chapter 11 case creates an estate that comprises all of the legal and equitable
interests of the debtor as of the date the chapter 11 case is commenced. The Bankruptcy Code provides that the
debtor may continue to operate its business and remain in possession of its property as a debtor in possession.
Consummating a plan is the principal objective of a chapter 11 case. A bankruptcy courts confirmation of
a plan binds the debtor, any person acquiring property under the plan, any creditor or equity interest holder of the
debtor and any other entity as may be ordered by the bankruptcy court. Subject to certain limited exceptions, the
order issued by a bankruptcy court confirming a plan provides for the treatment of the debtors liabilities in
accordance with the terms of the confirmed plan.
A prepackaged plan of reorganization is one in which a debtor seeks approval of a plan of reorganization
from affected creditors before filing for bankruptcy. Because solicitation of acceptances begins before the
bankruptcy filing, the amount of time required for the bankruptcy case is often less than in more conventional
bankruptcy cases. Greater certainty of results and reduced costs are other benefits generally associated with
prepackaged bankruptcy cases. If the solicitation of votes in this case extends beyond the Petition Date, the timeline
of this prepackaged plan of reorganization may extend beyond the timeline of other prepackaged cases.
B. Why are the Debtors sending me this Disclosure Statement?
The Debtors are seeking to obtain Bankruptcy Court approval of the Plan. To perform a prepetition
solicitation of the Plan, section 1126(b) of the Bankruptcy Code requires that the Debtors comply with section 1125
of the Bankruptcy Code, which requires the Debtors to prepare a disclosure statement containing adequate
information of a kind, and in sufficient detail, to enable a hypothetical reasonable investor to make an informed
judgment regarding whether to accept or reject the Plan. This Disclosure Statement is being submitted in
accordance with such requirements.
C. Am I entitled to vote on the Plan? What will I receive from the Debtors if the Plan is
consummated?
Your ability to vote on, and your distribution under, the Plan, if any, depends on what type of Claim you
hold. In general, a Holder of a Claim or an Interest may vote to accept or reject a plan of reorganization if (i) no
party in interest has objected to such Claim or Interest (or the Claim or Interest has been Allowed subsequent to any
objection or estimated for voting purposes), (ii) the Claim or Interest is Impaired by the Plan and (iii) the Holder of
such Claim or Interest will receive or retain property under the Plan on account of such Claim or Interest.
Under the Plan, the only classes of claims that meet these requirements are Classes 1A-4A (Senior Secured
Notes Claims). A Holder of a Claim in Classes 1A-4A is entitled to vote to accept or reject the Plan if such Holder
held such Claim as of September 5, 2014 (the Voting Record Date).
In general, if a Claim or an Interest is Unimpaired under a plan of reorganization, section 1126(f) of the
Bankruptcy Code deems the Holder of such Claim or Interest to have accepted such plan, and thus the Holders of
Claims in such Unimpaired Classes are not entitled to vote on such plan. Because the following Classes are
Unimpaired under the Plan, the Holders of Claims in these Classes are not entitled to vote:
Classes 1B through 4B;
Classes 1C through 4C;
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Classes 1D through 4D;
Classes 1E through 4E;
Classes 1F through 4F; and
Classes 1G through 4G.
In general, if the Holder of an Impaired Claim or Impaired Interest will not receive any distribution under a
plan of reorganization in respect of such Claim or Interest, section 1126(g) of the Bankruptcy Code deems the
Holder of such Claim or Interest to have rejected such plan, and thus the Holders of Claims in such Classes are not
entitled to vote on such plan. There are no Holders of Claims or Interests that are conclusively presumed to have
rejected the Plan and, therefore, not entitled to vote.
A summary of the classes of Claims (each category of Holders of Claims or Interests, as set forth in
Article III of the Plan pursuant to section 1122(a) of the Bankruptcy Code, is referred to as a Class) and their
respective status and entitlement to vote is set forth below. The Plan shall apply as a separate Plan for each of the
Debtors, and the classification of Claims and Interests set forth herein shall apply separately to each of the Debtors.
All of the potential Classes for the Debtors are set forth herein. Certain of the Debtors may not have Holders of
Claims or Interests in a particular Class or Classes, and such Classes shall be treated as set forth in Section 12.4 of
the Plan.
Each Debtor has been assigned a number for the purposes of classifying and treating Claims against and
Interests in each Debtor. The Claims against and Interests in each Debtor, in turn, have been assigned to separate
lettered classes with respect to each Debtor based on the type of Claim or Interest involved:
Class Claim/Interest Status Voting Rights
1A 4A Senior Secured Notes Claims Impaired Entitled To Vote
1B 4B Other Secured Claims Unimpaired Deemed To Accept; Not Entitled To Vote
1C 4C Other Priority Claims Unimpaired Deemed To Accept; Not Entitled To Vote
1D 4D General Unsecured Claims Unimpaired Deemed To Accept; Not Entitled To Vote
1E 4E Intercompany Claims Unimpaired Deemed To Accept; Not Entitled To Vote
1F 4F Subordinated Claims Unimpaired Deemed To Accept; Not Entitled To Vote
1G 4G Interests Unimpaired Deemed To Accept; Not Entitled To Vote

D. How do I vote on the plan?
The following materials constitute the solicitation package (the Solicitation Package):
the appropriate Ballot or Master Ballot,
4
as applicable, and applicable voting instructions (the Voting
Instructions);
a pre-addressed, postage pre-paid return envelope; and
this Disclosure Statement with all exhibits, including the Plan.

4
In accordance with customary practices, the Master Ballot(s) will be distributed approximately seven (7)
days after the initial distribution of Solicitation Packages.
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The voting Classes, Classes 1A through 4A, entitled to vote to accept or reject the Plan were served
the Solicitation Package (including the appropriate ballot) (i) to Nominees (as defined below) by overnight
delivery and by electronic mail (if available) and (ii) to Beneficial Owners (as defined below) by first class
mail. Additional paper copies of these documents may be requested from the Balloting Agent (i) by writing to
Alsacia Ballot Processing, c/o Prime Clerk LLC, 830 Third Avenue, 9th Floor, New York, NY 10022; (ii) by
calling U.S. Toll Free: 844-276-3029 or International Toll: +1 917-258-4616; or (iii) by emailing
alsaciaballoting@primeclerk.com.
The Debtors have engaged Prime Clerk LLC as the Balloting Agent to assist in the balloting and tabulation
process. The Balloting Agent will, among other things, answer questions, provide additional copies of all
Solicitation Package materials and generally oversee the solicitation process.
Only the Holders of Claims in Classes 1A-4A are entitled to vote to accept or reject the Plan. Unless
otherwise permitted by the Debtors, to be counted, Ballots or Master Ballots must be received by the
Balloting Agent by 5:00 p.m. (prevailing Eastern Time) on October 10, 2014, the Voting Deadline; provided
that Holders of Claims who cast a Ballot prior to the time of filing of any of the Debtors chapter 11 petitions shall
not be entitled to change their vote or cast new Ballots after the Chapter 11 Cases are commenced, unless the Plan is
modified in a manner that materially adversely affects the rights of the Holders of Claims; provided, however, that
upon the occurrence of any termination of the RPSA, any and all consents or votes tendered prior to such
termination by the Consenting Senior Secured Noteholders shall be deemed, for all purposes, to be null and void ab
initio. Upon any such termination, the affected Consenting Senior Secured Noteholders shall have the right (i) to
freely vote their Senior Secured Notes Claims with respect to any chapter 11 plan with respect to the Debtors, (ii) to
object to confirmation of any plan, including the Plan, whether or not an objection deadline regarding such plan has
passed or (iii) seek the reversal or modification of the confirmation of any plan, including the Plan, in any of the
Chapter 11 Cases. VOTING INSTRUCTIONS ARE ATTACHED TO EACH BALLOT. PLEASE SEE
ARTICLE XVI BELOW ENTITLED SOLICITATION AND VOTING PROCEDURES FOR
ADDITIONAL INFORMATION.
Unless the Debtors, in their discretion decide otherwise, any Ballot or Master Ballot received after the
Voting Deadline shall not be counted. The Balloting Agent will process and tabulate the Ballots or Master Ballots
for the Class entitled to vote to accept or reject the Plan and will file a voting report (the Voting Report) as soon as
practicable after the Petition Date, which Voting Report will be supplemented as soon as practicable after the Voting
Deadline, if necessary.
For answers to any questions regarding solicitation procedures, parties may contact the Balloting Agent
directly, at Domestic Toll Free: 844-276-3029 or International Toll: +1 917-258-4616, with any questions related to
the solicitation procedures applicable to their Claims and Interests.
Any Ballot or Master Ballot that is properly executed, but fails to clearly indicate an acceptance or
rejection, or that indicates both an acceptance and a rejection of the Plan, shall not be counted.
All Ballots and Master Ballots are accompanied by Voting Instructions. It is important to follow the
specific instructions provided with each Ballot and Master Ballot.
E. Is there anything else that I will need to do to receive the New Notes or the Non-Qualified
Distribution?
Yes. In order to receive the New Notes or the Non-Qualified Distribution, as applicable, Holders of Senior
Secured Notes Claims will be required to deliver their Senior Secured Notes and a Letter of Transmittal: (i) on or
before the Distribution Election Deadline by completing the Book-Entry Confirmation procedure or (ii) after the
Distribution Election Deadline by returning a completed Letter of Transmittal together with any documents required
in connection therewith. A separate distribution will be made to Holders of Senior Secured Notes Claims shortly
after the Petition Date, which will include the Letter of Transmittal and related instructions regarding the completion
of the Letter of Transmittal and delivery of Senior Secured Notes as contemplated in the Plan. Holders of Senior
Secured Notes Claims that do not fulfill one of the two requirements noted above and as set forth in the Plan for
delivery of their Senior Secured Notes within one hundred and eighty (180) days after the Effective Date shall have
their Claim and their distribution pursuant to the Plan on account of such Senior Secured Notes Claim discharged
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and forfeited and shall not participate in any distribution under the Plan, see Summary of the Plan Provisions
Governing Distributions Distributions on Account of Senior Secured Notes Claims, which begins on page 33.
F. What happens to my recovery if the Plan is not confirmed, or does not go effective?
In the event that the Plan is not confirmed, there is no assurance that the Debtors will be able to reorganize
their businesses. It is possible that any alternative may provide Holders of Claims with less than they would have
received pursuant to the Plan. For a more detailed description of the consequences of an extended chapter 11
proceeding, or of a liquidation scenario under U.S. or Chilean law, see Confirmation of the Plan Best Interests of
Creditors/Liquidation Analysis beginning on page 76 and the Liquidation Analysis attached as Exhibit D to this
Disclosure Statement.
G. Are any regulatory approvals required to consummate the Plan?
While no additional regulatory approvals are required to consummate the Plan, the Debtors are subject to
significant ongoing regulatory approvals in order to operate their businesses. These approvals primarily relate to
concessions the Debtors receive from the government of the Republic of Chile (the Chilean Government) in
accordance with Chilean law. The Debtors businesses are entirely dependent upon the ability to maintain these
concessions and licenses, without which the Debtors would be unable to provide bus transportation services in
Santiago. In order to do so, the Debtors must comply on an ongoing basis with certain conditions, including
technical and financial requirements, restrictions relating to ownership and transfer of ownership and disclosure
obligations. Failure to comply with these conditions may trigger termination of the Debtors concessions.
For a more detailed description of the regulatory bodies that oversee the Debtors operations, see
Regulatory Approvals Required to Approve this Transaction beginning on page 89.
H. If the Plan provides that I am entitled to a distribution, do I receive it upon Confirmation or
when the Plan goes effective, and what do you mean when you refer to Confirmation,
Effective Date and Consummation?
Confirmation of the Plan refers to approval of the Plan by the Bankruptcy Court. Confirmation of the
Plan does not guarantee that you will receive the distribution indicated under the Plan. After Confirmation of the
Plan by the Bankruptcy Court, there are conditions that need to be satisfied or waived so that the Plan can be
consummated and go effective. Initial distributions to Holders of Allowed Claims will only be made on the
Effective Date or as soon as practicable thereafter. See Confirmation of the Plan, which begins on page 76, for a
discussion of the conditions to Consummation of the Plan.
Upon Consummation of the Plan, the New Notes will be issued to Qualified Holders without registration
under the Securities Act, or similar federal, state, local or foreign laws, in reliance on the exemptions provided under
section 4(a)(2) and Regulation S of the Securities Act. These securities may not be offered or sold except pursuant
to a valid exemption or upon registration under the Securities Act, including, without limitation, Rule 144 of the
Securities Act. In order to receive the New Notes, Qualified Holders will need to undertake the procedures
described under Summary of the Plan Provisions Governing Distributions Distributions on Account of Senior
Secured Notes Claims, which begins on page 33.
I. Will the Reorganized Debtors be obligated to continue to pay statutory fees as part of the
bankruptcy process after the Effective Date?
Yes. On the Effective Date the Debtors will be required to pay in Cash any fees due and owing to the U.S.
Trustee at the time of Confirmation. Additionally, on and after the Confirmation Date, the Reorganized Debtors
must pay all statutory fees due and payable under 28 U.S.C. 1930(a)(6) until the entry of a final decree, dismissal
or conversion of the cases to chapter 7 of the Bankruptcy Code. The Reorganized Debtors will also be required to
comply with reporting requirements, such as filing quarterly post-Confirmation reports and schedule quarterly post-
Confirmation status conferences until the entry of a final decree, dismissal or conversion of the cases to chapter 7 of
the Bankruptcy Code.
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J. When will the Plan Supplement be Filed and what will it include?
The Plan Supplement will be filed no later than five (5) Business Days before the date first scheduled for
the Confirmation Hearing, or such later date as may be approved by the Bankruptcy Court, on notice to parties in
interest, and additional documents may be filed before the Effective Date as supplements or amendments to the Plan
Supplement, all such documents being in form and substance satisfactory to the Requisite Consenting Senior
Secured Noteholders in accordance with the terms of the Plan and the RPSA, including the following: (a) the
Rejection Schedule, if any; (b) a list of retained Causes of Action, if any; (c) the identification of any Disbursing
Agent other than the Reorganized Debtors; (d) the New Notes Indenture; (e) the Collateral Documents; (f) a list of
the identity and affiliation of any individual who is proposed to serve as an officer or director of any Reorganized
Debtor; (g) the Non-Compete Agreement; (h) the Letter of Transmittal; and (i) the Call Option Agreement (as
defined in the Description of the New Notes attached as Exhibit E hereto). The detailed terms of the documents to
be contained in the Plan Supplement have yet to be finalized and will continue to be negotiated by the Debtors.
When filed, the Plan Supplement will be available in both electronic and hard copy form, although the Debtors will
not serve paper or compact disk read-only memory (CD-ROM) copies. Details about how to access the Plan
Supplement will be provided in the notice sent to all parties in interest upon the commencement of the Chapter 11
Cases.
K. What are the Debtors Intercompany Claims and Interests?
In the ordinary course of business and as a result of their corporate structure, certain of the Debtor entities
hold equity of other Debtor entities and maintain business relationships with each other, resulting in Intercompany
Claims and Interests. The Intercompany Claims reflect costs and revenues, which are allocated among the
appropriate Debtor entities, resulting in Intercompany Claims. Further, the Intercompany Claims include Claims
arising from intercompany notes by and between certain Debtors, which are pledged to secure the Senior Secured
Notes.
The Plans treatment of Intercompany Claims and Interests represents a common component of a chapter
11 plan involving multiple debtors in which the value of the going-concern enterprise may be replicated upon
emergence for the benefit of creditor constituents receiving distributions under a plan. The Plan provides that
Interests will be Reinstated. The Plan also provides that each Intercompany Claim will be, at the election of the
Reorganized Debtors, subject to the prior written consent of the Requisite Consenting Senior Secured Noteholders
(which consent shall not be unreasonably withheld), either: (a) released, waived and discharged as of the Effective
Date; (b) contributed to the capital of the obligor Entity; (c) dividended; or (d) remain Unimpaired, as may be agreed
to by the applicable Reorganized Debtor and the Holder of such Intercompany Claim subject to the requirements of
and restrictions contained in the New Notes Indenture, if any. The Intercompany Claims will be pledged to secure
the New Notes as described in the Description of the New Notes.
L. How will Claims asserted with respect to rejection damages affect my recovery under the
Plan?
Because the Plan provides for payment in full to Holders of General Unsecured Claims, Claims arising
from the Debtors rejection of Executory Contracts and Unexpired Leases will not impact the recoveries to Holders
of any Claims in any Class.
M. Will there be releases granted to parties in interest as part of the Plan?
The Plan proposes to release each of: (a) the Debtors; (b) the Alsacia Shareholders; (c) the Collateral
Trustees; (d) the Trustee; (e) the Ad Hoc Group and its members, the Consenting Senior Secured Noteholders; and
(f) with respect to each of the foregoing Entities in clauses (a) and (e), such Entitys successors and assigns, and
current and former Affiliates, subsidiaries, officers, directors, members, stockholders, partners, principals,
employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives and
other Professionals, solely in their respective capacities as such. For the avoidance of doubt, the Ad Hoc Group
Advisors will be Released Parties.
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PURSUANT TO THE PLAN, IF YOU RETURN A BALLOT AND VOTE TO ACCEPT THE PLAN OR IF
YOU VOTE TO REJECT OR ABSTAIN FROM VOTING ON THE PLAN AND DO NOT
AFFIRMATIVELY OPT OUT OF THE RELEASE PROVISIONS IN SECTION 8.4 OF THE PLAN, YOU
WILL BE DEEMED, AS OF THE EFFECTIVE DATE, TO HAVE CONCLUSIVELY, ABSOLUTELY,
UNCONDITIONALLY, IRREVOCABLY AND FOREVER RELEASED AND DISCHARGED ALL
CLAIMS (AS DEFINED IN THE PLAN) AND ALL CAUSES OF ACTION (AS SET FORTH IN THE
PLAN) AGAINST THE RELEASED PARTIES (AS DEFINED IN THE PLAN).
For more detail see Effect of Confirmation of the Plan, which begins on page 40.
N. What is the deadline to vote on the Plan?
5:00 p.m. (prevailing Eastern Time) on October 10, 2014.
O. What is a Confirmation Hearing and will the Bankruptcy Court hold a Confirmation
Hearing?
Under section 1128(a) of the Bankruptcy Code, the Bankruptcy Court, after notice, may hold a hearing to
confirm a plan of reorganization. If the Debtors file the Chapter 11 Cases, they will file a motion on the Petition
Date requesting that the Bankruptcy Court set a date and time approximately 35 days after the Petition Date for the
Confirmation Hearing in the Bankruptcy Court. The Debtors also will request that the Bankruptcy Court approve
this Disclosure Statement at the Confirmation Hearing. The Confirmation Hearing, once set, may be continued from
time to time, subject to the terms of the RPSA, without further notice other than an adjournment announced in open
court or a notice of adjournment filed with the Bankruptcy Court and served on those parties who have requested
notice under Bankruptcy Rule 2002 and the Entities who have filed an objection to the Plan, if any, without further
notice to parties in interest. The Bankruptcy Court, in its discretion and prior to the Confirmation Hearing, may put
in place additional procedures governing the Confirmation Hearing. Subject to section 1127 of the Bankruptcy
Code and the RPSA, the Plan may be modified, if necessary, prior to, during or as a result of the Confirmation
Hearing, without further notice to parties in interest.
Additionally, section 1128(b) of the Bankruptcy Code provides that any party in interest may object to
Confirmation. The Debtors, in the same motion requesting a date for the Confirmation Hearing, will request that the
Bankruptcy Court set a date and time for parties in interest to file Plan objections. All objections to the Plan must be
filed with the Bankruptcy Court and served on the Debtors and certain other parties in interest in accordance with
the applicable order of the Bankruptcy Court so that they are received on or before the deadline to file such
objections.
P. What is the effect of the Plan on the Debtors ongoing businesses?
The Debtors are reorganizing pursuant to chapter 11 of the Bankruptcy Code. As a result, if the Debtors
obtain Confirmation of the Plan and the Effective Date of the Plan occurs, the Debtors will not be liquidated or
forced to go out of business. The Reorganized Debtors will continue to operate their businesses going forward using
cash from operations.
Q. Do the Debtors recommend voting in favor of the Plan?
Yes. The Debtors believe the Plan provides for a larger distribution to the Debtors creditors than would
otherwise result from any other available alternative. The Plan embodies a settlement among the Debtors and their
key creditor constituencies on a consensual transaction that will reduce the Debtors debt service obligations and
position the Debtors for continued operations through the issuance of New Notes to Qualified Holders of Senior
Secured Notes Claims and the Non-Qualified Holder Distribution to Non-Qualified Holders of Senior Secured Notes
Claims. Therefore, the Debtors believe the Plan is in the best interest of all creditors.
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V. THE DEBTORS CORPORATE HISTORY, STRUCTURE, AND BUSINESS OVERVIEW
A. The Debtors Prepetition Organizational and Capital Structure
5

B. Summary of the Debtors Businesses and Corporate History
Inversiones Alsacia S.A. (Alsacia) is a corporation, organized under the laws of Chile, incorporated on
November 22, 2004. Express de Santiago Uno S.A. (Express and, together with Alsacia, the Concessionaires)
is a corporation, organized under the laws of Chile, incorporated on November 22, 2004. Inversiones Eco Uno S.A.
(Eco Uno) is a corporation, organized under the laws of Chile, incorporated on November 22, 2004. Panamerican
Investments Ltd. (Panamerican) is a limited liability company organized under the laws of Bermuda, incorporated
on November 16, 2010.
The GPS Group

Global Public Services S.A. (the GPS Group) and its controlling shareholders have operated businesses
in various sectors, including urban transportation, process outsourcing, environmental solutions and real estate
development. The GPS Group is controlled by Carlos Ros, Javier Ros and several of their affiliates.

Alsacia

The GPS Group founded Alsacia to explore investment opportunities in the Transantiago system. On
January 28, 2005, Alsacia entered into a concession agreement with the Ministry of Transportation and
Telecommunications (MTT) for the right to operate Trunk Line 1 of the Transantiago system. Alsacia operated a
fleet of over 752 buses as of June 2014, employed 3,132 people as of June 2014 and transported approximately
370,000 passengers per work day during the six-month period ending in June 2014.

5
Carlos Ros directly owns 0.003% of Alsacia, 0.002% of Express and 0.3% of Eco Uno.
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Express

Express was incorporated in 2004 under Chilean law as a joint venture between the controlling
shareholders of the GPS Group and another Colombian investor group. In January 2005, Express entered into a
concession agreement with the MTT for the right to operate Trunk Line 4 of the Transantiago system and started
operating the line in October 2005. Express operated a fleet of over 1,244 buses as of June 2014, employed 4,620
people as of June 2014 and transported an average of approximately 625,000 passengers each week day during the
six-month period ended June 2014. In 2011, the GPS Group and their joint venture partner separated their joint
operations, and the GPS Group acquired their partners interest in Express and combined it with Alsacia, in part by
using the proceeds of the Senior Secured Notes.

The Transantiago System and the AFT
Transantiago is the trade name of the public transportation system of the Santiago, Chile metropolitan area,
consisting of the citys buses, the Santiago Metro subway (the Metro, which is operated by a public company
owned by the Chilean Government), an integrated electronic payment system, as well as planning and construction
functions for transportation infrastructure. It is a critical part of the lives of a large segment of Santiago residents,
who rely on it for their daily commuting needs. Transantiago is administered by the MTT through a series of
contracts and is not a separate legal entity.
Transantiago bus lines are divided into trunk lines and feeder lines. The trunk lines complement the Metro
and travel longer distances with fewer stops between different zones of the city. Trunk buses often travel on
dedicated bus-only lanes across the city. The trunk lines are divided into five business units that are each
individually operated by a bus concession holder, including each of the Concessionaires, which operate Trunk Lines
1 and 4, respectively. Feeder lines travel shorter distances with more frequent stops within each of 10 zones in the
city, which correspond to various municipalities within the Santiago metropolitan area. The feeder lines are divided
into nine business units that are operated by seven bus concession holders, including Feeder Line D which is
operated by Express.
Since 2009, Transantiago passenger fares are set by the panel of experts appointed by the MTT, which was
established by the same law that created the original Transantiago subsidy. The panel of experts determines, on a
monthly basis and in light of available subsidies, the price of fares that will be charged to bus passengers based on a
methodology established by the MTT. The current bus fare on Transantiago buses is CLP$620 (approximately
US$1.10), which includes up to three free bus transfers, plus an additional fee of either CLP$20 (less than US$0.10)
or CLP$80 (approximately US$0.10) to transfer to the Metro, depending on the time of the day. Payment of fares is
made with a prepaid smart card with an embedded microchip called the Bip! card, which can be purchased from
vending machines, vendors and kiosks throughout the city. The payment system is operated by the Administrador
Financiero de Transantiago (the AFT), which is a private company that contracted with the MTT to manage
Transantiagos payment systems and cash flows. The AFT is responsible for all aspects of the Transantiago payment
system, including the implementation and maintenance of the electronic payment systems and the collection and
distribution of funds from passengers and the Chilean Government to the bus concession holders (including Alsacia
& Express).
Current Network in Santiago and Breadth of Business
The combined operations of the Concessionaires represent the largest bus transportation operator in the
Santiago metropolitan area, as measured by bus capacity and scheduled route length. In 2013, the Concessionaires
together accounted for approximately 31.0% of the bus transportation system in the Santiago metropolitan area in
terms of total kilometers traveled, number of total passenger and number of buses. Together, the Concessionaires
provide bus service to the population of the Santiago metropolitan area of over 6 million people, and maintain a fleet
of 1,996 buses. The operating routes of both companies service the east and west regions of the city, through
Alsacias Trunk Line 1 and Express Trunk Line 4 and Feeder D. The average route length in one direction is 20
kilometers for Alsacia and 23 kilometers for Express. In 2013, Alsacias and Express buses traveled 144 million
kilometers and transported 315 million passengers.
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the Concessionaires maintain a workforce of over 7,500 employees. Alsacia has relationships with 92
unions (the Alsacia Unions), and Express has relationships with 117 unions (the Express Unions, and together
with the Alsacia Unions, the Unions). The Concessionaires each have a standard collective bargaining agreement
that governs the relationships with the Alsacia Unions and the Express Unions, respectively. More than 5,600
(nearly 75.0%) of the Concessionaires employees are members of the Alsacia Unions or the Express Unions. the
Concessionaires have also extended the rights and benefits provided for in the collective bargaining agreements to
all employees, regardless of whether an individual employee is a member of the Unions or was employed by Alsacia
or Express at the time the collective bargaining agreements were negotiated, as required under Chilean law.
Concession Agreements
As noted above, the Concessionaires entered into concession agreements with the MTT on January 28, 2005.
These concessions were replaced with new concessions agreements that came into effect in 2012, and were amended
again in 2013 and 2014. Under the terms of the Concession Agreements, the MTT granted the Concessionaires the
right to use the roads of the city of Santiago for the provision of urban passenger transportation services within the
scope of their respective business units. In exchange for the provision of these services, the Concessionaires receive
payments under the Concession Agreements from the AFT, for their operation of bus services. Neither Alsacia nor
Express collects any fares directly from their passengers. Rather, payments are made by the AFT to the
Concessionaires on a bi-weekly basis.
Revenue Formulas

The revenue formulas for each of Alsacia and Express under the Concession Agreements have two primary
components: Base Revenue and Variable Revenue (each as defined below). In 2013, Variable Revenue comprised
65.0% and 66.0% of Alsacias and Expresss respective gross revenue, and Base Revenue comprised 27.0% and
28.0% of Alsacias and Expresss respective gross revenue. For the six months ended June 30, 2014, Variable
Revenue comprised 66.0% and 67.0% of Alsacias and Expresss respective gross revenue and Base Revenue
comprised 26.0% and 27.0% of Alsacias and Expresss respective gross revenue. Base Revenue is adjusted, based
on performance, by the Service Fulfillment Ratio and Discounts (each as defined below). The diagram below shows
the basic revenue formula for each of Alsacia and Express as of 2012, and descriptions of the four major
components of the formula follow.

Variable Revenue = Payment per Passenger (Pago por Pasajero Transportado, or PPT) * Paid Passenger Validations

Payment per Passenger (PPT) = PPTo * CAM
PPTo = The initial PPT was CLP$472 for Alsacia and Express, which has since been increased to
CLP$494 as of February 2014 for Alsacia and CLP$493 as of February 2014 for Express
CAM Cost Adjustment Mechanism 0.15 * ACPI 0.85 * Cost Index

Paid Passenger Validations = Total Passenger Validations Unpaid Passenger Validations
Unpaid Passenger Validations = Transfer between buses owned by the same company within two-
hour window.

Every 24 months, the MTT and the Concessionaires revise PPT to account for the Passenger-Kilometer
Index (IPK) for the last 12 months. If IPK has fallen during the last 12 months with respect to Base IPK set in the
Concession Agreement, PPT will rise proportionally. If IPK has risen during the last 12 months with respect to Base
IPK, PPT will fall proportionally. Although the revision of PPT for the Concessionaires was scheduled to occur in
May 2014, as of the date of this Disclosure Statement a final determination of PPT for the Concessionaires had not
yet been made by the MTT.
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13

Base Revenue = Kilometers * PKt
Kilometers = Kilometers in the operating plan, which is set twice per year following discussions among the
MTT and the Company.

PKt = Payment per kilometer for different categories of buses indexed by CAM. The initial PKt are CLP$251
for type A1 and A2 buses, CLP$360 for type B1 and B2 buses and CLP$568 for type C2 buses. PKt is
adjusted by the Cost Index.

The Cost Index accounts for changes since July 2011 across the applicable indices, as set forth in the Concession
Agreements. The specific weight given to each index also included in the Concession Agreements and is tied to the
anticipated kilometers travelled by each type of bus in Alsacias and Expresss fleet.

Cost Index for A1, A2, B1 and B2 buses = (A CPI * 18.0%) + (A Labor Cost Index * 29.8%) + (A Diesel Cost Index
* 33.0%) + (A Lubricant Cost Index * 1.1%) + (A Tire Cost Index * 6.6%) + (A US$/CLP$ Exchange Rate *
11.5%)
Cost Index for C2 buses = (A CPI * 16.8%) + (A Labor Cost Index * 22.0%) + (A Diesel Cost Index * 37.6%) +
(A Lubricant Cost Index * 1.2%) + (A Tire Cost Index * 8.1%) + (A US$/CLP$ Exchange Rate * 14.3%)

A CPI: Percentage variation in the CPI, as estimated by the Instituto Nacional de Estadsticas (INE).
A Labor Cost Index: Percentage variation in labor costs Ior the Santiago metropolitan area, as estimated by
the INE.
A Diesel Cost Index: Percentage variation in Iuel prices, as estimated by the INE.
ALubricant Cost Index: Percentage variation in lubricant prices published by the INE.
ATire Cost Index: Percentage variation in new tire prices published by the INE.
AUS$/CLP$ Exchange Rate: Percentage variation in the monthly average of daily observed US$/CLP$
exchange rate (Dlar Observado), as published by the Chilean Central Bank.

The Service Fulfillment Ratio is an index of each Concessionaires actual passenger capacity and the
route distance travelled by such Concessionaires buses as measured every two weeks by the MTT against
the numbers agreed upon in each Concessionaires operating plan. If the Concessionaires perform exactly
as set forth under the operating plans, the Service Fulfillment Ratio would equal 100.0%. If the
Concessionaires do not achieve the expected performance under the operating plans, the Service
Fulfillment Ratio would decrease the amount of Base Revenue that the Concessionaires would receive.
However, no additional benefit would be provided if the Concessionaires outperformed their operating
plans.

The MTT reports a preliminary Service Fulfillment Ratio to each bus concessionaire every two weeks.
Each bus concessionaire sends a weekly report of interruptions or delays that are outside of the
concessionaires control, such as road construction, traffic accidents, protests or other events along its
routes. The MTT will review and account for all such events in the adjusted Service Fulfillment Ratio
reported every two weeks.

The Service Fulfillment Ratio further impacts the revenue of the Concessionaires because: (i) both Base
Revenues and Adjustments (as described below) are multiplied by the Service Fulfillment Ratio before
being included in the calculation of Total Revenues and (ii) the Service Fulfillment Ratio is also taken into
account in the calculation of the bi-annual PPT increase.

Discounts are based on deviations from the bus time (Regularity Fulfillment Index or ICR) and
frequency schedules (Frequency Fulfillment Index or ICF) agreed upon in each Concessionaires
operating plan. These Discounts, both ICR and ICF, can be as great as 5% of revenues (Variable Revenue
+ Base Revenue, as adjusted by the Service Fulfillment Ratio) depending on the degree of deviation from
the Companys operating plans.

Adjustments consist of an annual adjustment for variances in passenger demand. Pursuant to the
Concession Agreements, if IPK decreases or increases by less than 3.0%, no adjustment is applied. If IPK
decreases by more than 3.0%, then the MTT makes a payment once per year to account for 65.0% of the
Pg 25 of 648

14
decrease in IPK above 3.0%. If IPK increases by more than 3.0%, the Concessionaires would be required
to compensate the MTT with 35.0% of the increase above 3.0%. The resulting IPK differential (expressed
as a percentage, Annual IPK Compensation or AIPK Compensation), is then multiplied by the number
of kilometers in the service plan and by latest PPT to get to a volume-related adjustment.

Other revenue generated by the Debtors is not accounted for in the revenue formula, but represents a very
small percentage of the Debtors total revenue. Such other revenue consists primarily of revenue from advertising
sold by the Concessionaires, placed primarily on the exterior of the buses. Advertising revenue represented 1.4%
and 1.5% of gross revenue as of December 31, 2013 and March 31, 2014, respectively.

Additionally, the Chilean Government may unilaterally terminate the Concession Agreements prior to
expiration in certain circumstances under the Concession Agreements, including, among others, poor performance
by Alsacia or Express relative to predetermined performance objectives, default under the Concessionaires
performance bonds (boletas bancarias de garanta), accumulation of fines, denominated in the Chilean inflation-
indexed currency unit Unidad de Fomento (UF), in excess of UF 20,000 in fines imposed in a period of 12 months
for each of the Concessionaires change of control or decrease of capital without previous approval of the MTT,
submission of inaccurate records when such action affects the economic or operating conditions of the Concession.
Moreover, the Chilean Government may also unilaterally terminate the Concession Agreements for reasons of
public interest, with corresponding compensatory payments to the Concessionaires. The Concessionaires have the
right to terminate the Concession Agreements, in the event that payments have not been made for a period of six
consecutive months. Despite termination of the Concession Agreements, the terminating Concessionaire or
Concessionaires may be forced by the MTT to continue providing service during a transition period of up to 12
months. In addition, such period can be voluntarily extended by the Concessionaire for additional six months if the
MTT so requests. During this transition period, the relevant Concessionaire would continue to receive the payments
corresponding to the provision of the services under the same terms as provided for under the terminated Concession
Agreement.

C. Summary of the Debtors Prepetition Capital Structure
The Senior Secured Notes, which currently have an outstanding principal amount of US$347.3 million,
were issued under an indenture dated as of February 18, 2011, by and among BRT Escrow Corporation SpA, as
initial temporary issuer; The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and
registrar; The Bank of New York Mellon, as U.S. collateral trustee; and Banco Santander Chile, as Chilean collateral
trustee. The indenture was amended on February 28, 2011, to be by and among Alsacia, as issuer and Express, Eco
Uno and Panamerican as guarantors (collectively, the Guarantors) (as further amended to date, the Senior
Secured Notes Indenture).
Alsacias obligations under the Senior Secured Notes are guaranteed by the Guarantors. The Senior
Secured Notes are secured by a first priority lien on substantially all of the assets of the Concessionaires, other than:
(i) a bus terminal (the Huechuraba Terminal), owned by Lorena SpA (Lorena), a wholly owned subsidiary of
Alsacia, but leased to the Debtors, pledged to secure the Bus Terminal Loan (as defined below) and (ii) the capital
stock of Lorena. Interest payments under the Senior Secured Notes are made semi-annually on February 18 and
August 18 (or, if a non-Business Day, the next succeeding Business Day). Principal payments are also made on
February 18 and August 18 in the amounts as set forth in the Senior Secured Notes Indenture. The Senior Secured
Notes Indenture contains a substantial number of affirmative and negative covenants.
On February 11, 2011 Banco Internacional entered into a loan agreement with Alsacia for a principal
amount of US$12.5 million that was guaranteed by the Guarantors and Lorena, and secured by a first priority
security interest in the Huechuraba Terminal and Lorenas capital stock. The Bus Terminal Loan principal accrues
interest at a rate of 6.9% per year paid semi-annually on February 18 and August 18. The principal amount of the
loan will be paid in full in an equivalent amount of pesos denominated in UF at maturity, August 18, 2018. The
current outstanding principal amount on the Bus Terminal Loan is US$11.8 million. as of March 31, 2014. The
Company is in discussions with Banco Internacional to amend the terms of the loan to provide for a partial
prepayment and fixed semi-annual amortizations.
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On November 4, 2013, the Debtors entered into an agreement with Volvo Commercial Vehicles and
Construction Equipment South Cone SpA and VTF Latin America S.A. for spare parts, equipment and service (the
Volvo Deferred Payment Arrangement). The spare parts, equipment and services provided under the agreement
will be used in connection with the Debtors Bus Overhaul Program (as defined below) and for any additional spare
parts that the Debtors will require. Pursuant to the Volvo Deferred Payment Arrangement, the Debtors have placed,
and are expected to place, orders between October 1, 2013 and September 30, 2014 for inventory with a total
principal amount in Chilean pesos equal to US$11.0 million. Payments under the Volvo Deferred Payment
Arrangement (the Deferred Amounts) will accrue interest at an annual rate of 7.5%. The first of ten (10) equal
payments on the Deferred Amounts for orders placed by the Debtors between October 1, 2013 and February 28,
2014 and the accrued interest thereon was made on August 18, 2014 and nine (9) equal payments on the Deferred
Amounts for orders placed by the Debtors between March 1, 2014 and September 30, 2014 and the accrued interest
thereon will be made on February 18, 2015 and each of the eight (8) subsequent payments will be made every six (6)
months until August 18, 2018. The current outstanding principal amount on the Volvo Deferred Payment
Arrangement was US$11.0 million as of June 30, 2014.
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VI. EVENTS LEADING TO CHAPTER 11 AND PREPETITION RESTRUCTURING INITIATIVES
The Debtors intend to commence the Chapter 11 Cases to restructure a balance sheet burdened by more than
US$386.2 million on account of the obligations under the Senior Secured Notes, the Bus Terminal Loan with Banco
Internacional and the Volvo Deferred Payment Arrangement.
A restructuring of the Debtors balance sheet is necessary in order for the Debtors to be able to meet their
financial obligations over the long-term. Since the issuance of the Senior Secured Notes in 2011, the Debtors
revenues have not grown to a level necessary to support the Debtors existing capital structure. The Debtors have
struggled financially due to a number of factors, including unfavorable changes to the Concession Agreements,
rising fare evasion and declining passenger traffic, an ongoing Bus Overhaul Program (as defined below) and
existing debt service obligations.
A. New Concession Agreements
The Concessionaires first entered into concession agreements with the MTT in 2005. The 2005 concession
agreements were terminated and replaced in their entirety by concession agreements entered into on December 22,
2011, and effective in 2012 and further amended in 2013 and 2014. The 2012 concession agreements were further
amended in 2013 and 2014 to (i) revise the revenue formula under the Concession Agreements to increase the
proportion of Variable Revenue relative to Base Revenue and (ii) reformulate service quality indices with
accompanying penalties for operators that failed to meet the new service standards. A further result of the 2011
change to the revenue formula was that the financial burden of the first 3.0% decline in validated passengers in each
two-year period shifted from the MTT to the Debtors. Moreover, under the Concession Agreements, The
Concessionaires are only compensated by the MTT for 65.0% of the decline in passenger validations beyond 3.0%
in each twoyear period. These changes have substantially shifted demand risk to the Concessionaires during a
period of declining ridership, which has substantially reduced the revenues that the Concessionaires are able to
derive from the concessions. While later the amendments to the Concession Agreements did provide for an increase
in PPT, they also called for more onerous service fulfillment requirements, fleet maintenance and additional bus
purchases, making it more challenging for the Concessionaires to operate under the Concession Agreements. As
explained further below, the changes related to Variable Revenue calculations have been detrimental to the Debtors.
B. Recent Operations
As the determining factor in the Variable Revenue formula is the number of validated passengers (and, as
described below, the Concessionaires bear a substantial portion of the risk of declines in validated passengers),
Alsacias and Express increased sensitivity to Variable Revenue has been exacerbated by increased fare evasion
and declining passenger traffic, two of the most common problems facing all bus operators in Santiago.
(i) Rising levels of fare evasion
The MTT estimated that the annual average between 2011 and 2013 of passengers that evaded paying bus
fare was 22.0%, while Ingeniera Dictuc, an independent advisor related to Pontificia Universidad Catlica de Chile,
estimated that the Concessionaires rate of fare evasion is nearly 30.0%. The 2012 Concession Agreements
transferred the responsibility for reducing the level of fare evasion in the Transantiago system, and the corresponding
financial costs and potential revenue gains, from the MTT to each of its operators, including the Concessionaires.
From May 2012 through June 2013, the Concessionaires incurred approximately CLP$3,600 million (approximately
US$7.4 million) in additional expenses to implement new programs designed to lower the level of fare evasion.
These efforts have not been highly successful, fare evasion remains a significant problem throughout the Transantiago
system, and management believes that fare evasion levels will remain constant over the remaining life of the
Concession Agreements. Fare evasion contributes to the decline in passenger validations because a substantial
number of passengers are riding the bus without being validated, and thus, any increase in fare evasion contributes to
the decrease in validations for which the Concessionaires bear substantial financial risk.
Pg 28 of 648

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(ii) Decline in passenger traffic
Passenger traffic has also declined significantly over the last several years, further decreasing the number
of validated passengers. Passenger traffic for the Concessionaires declined 11.8%, 8.1% and 4.2% in 2011, 2012
and 2013, respectively. Comparatively, for the same three years, other bus companies only lost 7.4%, 3.2% and
1.6% of their passengers, while the industry overall, including the Metro, experienced 4.7%, 2.5% and 0.4%
passenger decline in 2011, 2012 and 2013, respectively.
The passenger decline has been fueled by the rise in competing modes of transportation. According to a
report by FTI Consulting Canada ULC (FTI), over the last three years, the number of private cars in Santiago has
increased 6.0% annually. During the same period, the number of motorcycles and bicycles have increased annually
by 15.0% and 35.0%, respectively. In addition to the rise in private transportation, the Metro has grown
considerably in the past few years, and currently operates a 104 km network with 108 stations and 186 trains,
comprising almost 1,100 metro cars. Finally, increased traffic in Santiago, a byproduct of the increase in private
transportation, has caused a decline in the average bus speed and made bus transportation more onerous and less
desirable for passengers.
Because Variable Revenue represents 65.0% and 66.0% of revenues for Alsacia and Express, respectively,
decreases in passenger validations due to increased fare evasion and decreased passenger traffic have significantly
reduced revenues, thereby reducing the amount of revenues available to service indebtedness.
C. Bus Overhaul Program
Additionally, the Concessionaires have invested substantial amounts of capital in a bus overhaul program
(the Bus Overhaul Program), as part of an effort to improve the efficiency and reliability of approximately 1,000
buses, which represent 50.0% of the total fleet. According to a report prepared by FTI, Alsacias and Express bus
inventory is the oldest in the Transantiago system, with more than 60.0% of the base fleet over eight years in
service and with over 700,000 average kilometers as of May 2014. Due to age and mileage, Alsacias and Express
buses have higher breakdown rates and require more frequent and increasingly more involved repairs than their
competitors buses. Approximately 230 buses were overhauled from 2011 to Q1 2014, based on motor overhauls.
As of March 2014, the Concessionaires expected the parts, equipment and services related to the Bus Overhaul
Program to have an aggregate cost of approximately US$37.2 million through its completion in 2018. However,
US$16.3 million has already been spent from 2011 to March 31, 2014 under this program. A portion of the Bus
Overhaul Program is financed by the Volvo Deferred Payment Arrangement.
the Concessionaires believe the Bus Overhaul Program will reduce operating and maintenance costs while
improving performance relative to targeted operating metrics as outlined in the Concession Agreements. This in
turn is expected to reduce performance discounts under the Concession Agreements and improve earnings before
interest, taxes, depreciation and amortization (EBITDA)
6
and cash flow. However, the Bus Overhaul Program
has required significant amounts of up-front capital expenditures, which has reduced the amount of cash flow
available to service the Debtors debt.
D. The Debtors Debt Service Obligations
Finally, the Debtors current debt service obligations place significant strain on the Debtors available cash
flows. As of March 31, 2014, the Debtors had outstanding prepetition debt obligations of approximately US$386.2
million, including US$347.3 million in principal amount under the Senior Secured Notes. Absent the
commencement of the Chapter 11 Cases, over the next 12 months, semi-annual interest payments on the Senior

6
EBITDA is not a recognized financial measure under U.S. GAAP and is calculated by subtracting from revenue,
the cost of sale and the administrative expenses, and adding back any depreciation and amortization costs included
in cost of sale and administrative expenses.
Pg 29 of 648

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Secured Notes, at a rate of 8.0% percent per year, would amount to an interest expenditure of US$40.2 million and
semi-annual principal payments would amount to a projected cash expenditure of US$89.9 million, including the
payment that was due on August 18, 2014, but was not paid.
Under the Bus Terminal Loan with Banco Internacional, Alsacia owes UF 0.3 million (approximately
CLP$6,524 million or approximately US$11.8 million) as of March 31, 2014. The Bus Terminal Loan accrues
interest at a rate of 6.9% per year, paid semi-annually on February 18 and August 18 of each year, until August 18,
2018, and amounts to a cash expenditure of US$0.8 million over the next 12 months. The principal on the Bus
Terminal Loan is due on August 18, 2018.
Under the Volvo Deferred Payment Arrangement, the Debtors owe CLP$3,799 million (approximately
US$6.9 million) as of March 31, 2014. Interest accrues at an annual rate of 7.5%, and amounts to a cash
expenditure of US$2.4 million over the next 12 months. The first payment on the Deferred Amounts and accrued
interest thereon was made on August 18, 2014 and the subsequent payments will be made every six (6) months until
August 18, 2018.
Alsacia previously entered into International Swaps and Derivatives Association master agreements and
schedules with each of Merrill Lynch Capital Services, Inc. (MLCS) and Credit Suisse International (CSIN),
pursuant to which, among other things, Alsacia hedged certain foreign currency exchange risks related to the Senior
Secured Notes by entering into confirmation agreements with each of MLCS and CSIN to confirm the terms of
certain US$/CLP$ option transactions executed on March 4, 2011 and February 25, 2011, respectively. Each of
these arrangements was terminated pursuant to termination notices received by the Debtors from MLCS on August
20, 2014 and from CSIN on August 22, 2014. In accordance with such letters, the final settlement amounts were
paid by the Debtors to MLCS and to the Debtors by CSIN. The Debtors may enter into new hedging transactions in
the future in their discretion, subject to the limitations set forth in the New Notes and applicable law.
E. Impact on Debtors
As a result of factors discussed above, revenue is substantially lower than expected at the time of the
issuance of the Senior Secured Notes. For example, the Debtors revenue totaled US$408.8 million in 2012 and
US$431.7 million in 2013 and the Debtors 2012 EBITDA was CLP$29,786 million (approximately US$61.2
million) and 2013 EBITDA was CLP$29,345 million (approximately US$59.3 million). Additionally, in February
2014, the Debtors used all proceeds available in their Debt Service Reserve Account (approximately US$33.0
million) to pay debt service due in February 2014. The Debtors do not have the capacity to maintain their
network, execute on their business strategy or continue paying their debt without the implementation and
Consummation of the Plan.
***
In response to the Debtors depressed financial performance and declining financial condition described
above, and after thoroughly evaluating their options, the Debtors determined that it was in the best interests of their
businesses to effectuate their reorganization through the Chapter 11 Cases.
Thereafter, the Debtors retained restructuring counsel, Cleary Gottlieb Steen & Hamilton LLP (Cleary
Gottlieb), and financial advisors, FTI, to assist them with the negotiation and implementation of this transaction
and the Chapter 11 Cases.
In the months prior to the Petition Date, the Debtors, together with their advisors and as discussed in
greater detail below, engaged in extensive negotiations with the Holders of US$217.8 million in principal amount, or
approximately 62.7%, of the outstanding Senior Secured Notes by amount. The Debtors negotiated the RPSA with
the Ad Hoc Group, which was executed on August 31, 2014.
The Debtors now seek to consummate the Plan and emerge as reorganized entities. The Debtors believe
that the Chapter 11 Cases represent the best prospect for restructuring the Debtors capital structure, providing the
Concessionaires with adequate liquidity to perform under the Concession Agreements and positioning the
Concessionaires as efficient and competitive bus transportation operators in the Santiago metropolitan area.
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VII. THE PROPOSED REORGANIZATION OF THE DEBTORS
A. Pre-Solicitation Negotiations
In the weeks leading up to the dissemination of this Disclosure Statement, the Debtors and their advisors
engaged in extensive negotiations and discussions with the Consenting Senior Secured Noteholders and their
respective advisors regarding the terms of a potential restructuring of the Debtors obligations under the Senior
Secured Notes.
On August 18, 2014, the Debtors and the Consenting Senior Secured Noteholders agreed to the key
features of the New Notes in a term sheet outlining the main economic and non-economic terms that will be
included in the New Notes Indenture. Further, after good faith, arms length negotiations, the Debtors reached an
agreement with the Consenting Senior Secured Noteholders with respect to a consensual restructuring on the terms
set forth in the Plan, and formalized by the RPSA. The Debtors received executed signature pages to the RPSA
from the Ad Hoc Group, Holders of approximately US$217.8 million in principal amount, or approximately 62.7%,
of the outstanding Senior Secured Notes by amount. Before commencing the Solicitation, the Debtors and the
Consenting Senior Secured Noteholders finalized the Plan, which provides that Qualified Holders will each receive
their Pro Rata share of the New Notes and Non-Qualified Holders will receive the Non-Qualified Holder
Distribution on account of their Senior Secured Notes Claims. Furthermore, the agreed-upon Plan fully satisfies the
Allowed Claims of the Debtors general unsecured creditors. All Holders of Allowed Senior Secured Notes Claims
will receive Cash in the amount equal to interest accrued on the principal amount of the Senior Secured Notes from
(and including) October 1, 2014 through (and excluding) the Issue Date (based on a principal amount of
$364,433,466.67), at the rate of eight (8) percent per annum (the Catch-Up Payment).
The New Notes will be issued (i) on the Effective Date (the Issue Date), or as soon as reasonably
practicable thereafter, to any Qualified Holder that has completed the Book-Entry Confirmation described below
under --(v) Book Entry Transfer; ATOP prior to the Distribution Election Deadline and (ii) to any Qualified
Holder that has delivered a Letter of Transmittal prior to the First Follow-On Distribution Date or the Final Follow-
On Distribution Date, with an initial maturity date of August 18, 2018, which shall automatically extend to 90 days
beyond the end date of any Concession Extension (as defined in the Description of the New Notes), subject to
certain limitations.
The New Notes will have a maximum aggregate principal amount equal to (i) US$347.3 million plus
(ii) the amount of accrued and unpaid interest at 8.0% per annum under the Senior Secured Notes through and
including September 30, 2014 (in each case, subject to reduction for any Non-Qualified Holder Distributions made
to Non-Qualified Holders in lieu of delivering the New Notes). The Debtors calculate that the accrued and unpaid
interest on the Senior Secured Notes through and including September 30, 2014 will total approximately US$17.1
million, resulting in a maximum aggregate principal amount of the New Notes of US$364.4 million, subject to
reduction as described above. Interest will accrue on the total principal amount of the New Notes and shall be
payable in cash semi-annually. The New Notes will accrue interest at the rate of 8.0% per annum. Interest on
overdue principal and interest will accrue at a rate that is 1.0% higher than the then-applicable interest rate on the
New Notes. The New Notes will be secured by a first priority interest on the Collateral. The New Notes will be
redeemed (a) upon the termination of the Concession Agreements by the Government or (b) if the Debtors are no
longer the beneficiaries of the Concession Agreements. The New Notes may be redeemed at any time at a
redemption price of 100.0% of the principal amount thereof plus accrued and unpaid interest thereon. The Debtors
are required to make certain scheduled amortization payments on the New Notes, and will make redemptions using
Excess Cash (as defined in the Description of the New Notes attached as Exhibit E hereto), each as described in the
Description of the New Notes.
In addition, Carlos Mario Rios Velilla, Francisco Javier Rios Velilla and each of their respective spouses
(together with their respective families, including their children, parents, brothers, uncles, aunts and cousins, the
Restricted Persons) have agreed to enter into a non-compete agreement (the Non-Compete Agreement)
providing that the Restricted Persons shall not, directly or indirectly: (i) engage in or assist others in engaging in any
business activity relating to the bus routes in the Santiago, Chile metropolitan area, including, without limitation,
operating any such bus routes (collectively, the Restricted Business), (ii) have an interest in any entity that
engages directly or indirectly in the Restricted Business in any capacity, including as a partner, shareholder,
Pg 3l of 648

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member, employee, principal, agent, trustee or consultant, or (iii) knowingly interfere in any material respect with
the business relationships (whenever formed) between Alsacia or a Guarantor and customers or suppliers of Alsacia
or a Guarantor; provided that, subject to compliance with its obligations under the New Notes Indenture, no
Restricted Person shall be prohibited from bidding and/or negotiating for additional bus related concessions to be
operated solely by Alsacia, Express or a wholly owned subsidiary of Alsacia or Express and, if successful in such
bid(s) and/or negotiation(s), operating such concessions solely through the Alsacia, Express or a wholly owned
subsidiary of either Alsacia or Express (which subsidiary shall be a Guarantor of the New Notes and a Restricted
Subsidiary under the New Notes Indenture). The Non-Compete Agreement will terminate upon the earliest to occur
of (a) three years following the termination date of the Concession Agreement that terminates last (including after
giving effect to any Concession Extension), (b) three years following the Equity Transfer Date (as defined in the
Description of the New Notes) and (c) the repayment in full in cash of all principal and interest on, and all other
obligations under, the New Notes and the New Notes Indenture.
The New Notes will be unconditionally guaranteed, jointly and severally and on a senior unsecured basis,
by the Guarantors and Camden Servicios SpA (Camden). For more information regarding the New Notes and the
Non-Compete Agreement, creditors and other interested parties should review the detailed Description of the New
Notes attached hereto as Exhibit E.
Non-Qualified Holders of Senior Secured Notes Claims, as defined in the Plan, will receive an amount in
U.S. dollars equal to the product of (a) the principal amount of the New Notes that the relevant Non-Qualified
Holder would have received based on its holding of Senior Secured Notes if it were a Qualified Holder multiplied by
(b) the volume-weighted average price of the New Notes.
7

The Plan is materially consistent with the terms of the RPSA, attached hereto as Exhibit B.
Pursuant to the RPSA, the Consenting Senior Secured Noteholders have agreed to support the Plan, subject
to certain terms and conditions and provided that the Debtors are successful in taking the steps necessary to meet the
various agreed upon milestones, which include, but are not limited to, the following:
commence the Chapter 11 Cases on or before October 21, 2014;
complete solicitation of the Plan before the Petition Date, except with the
prior written consent of counsel to the Ad Hoc Group;
obtain entry of an order approving the Debtors cash management system
(on an interim basis) within five (5) business days of the Petition Date,
which order shall be satisfactory in form and substance to the Requisite
Consenting Senior Secured Noteholders;
obtain entry of an order approving the Debtors use of cash collateral (on an
interim basis), in the form attached to the RPSA as Exhibit B, within five
(5) business days of the Petition Date; and

7
In each case, the volume-weighted average price of the New Notes will be based on the volume-weighted
average price listed on Bloomberg, and will be expressed as a percentage, as follows: (i) at the close of business
during the ten (10) Business Days following the Effective Date for those Non-Qualified Holders who complete the
procedures specified in Section 6.4(b)(1) of the Plan; (ii) at the close of business during the ten (10) Business Days
immediately prior to the First Follow-on Distribution Date for those Non-Qualified Holders who complete the
procedures specified in Section 6.4(b)(2) of the Plan to receive a Non-Qualified Holder Distribution on the First
Follow-on Distribution Date; and (iii) at the close of business during the ten (10) Business Days immediately prior
to the Final Follow-on Distribution Date for those Non-Qualified Holders who complete the procedures specified in
Section 6.4(b)(2) of the Plan to receive a Non-Qualified Holder Distribution on the Final Follow-on Distribution
Date.
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obtain entry of an order approving assumption of the RPSA, which order
shall be satisfactory in form and substance to the Requisite Consenting
Senior Secured Noteholders, approving the assumption of the RPSA no
later than ten (10) calendar days after the Petition Date.
If the RPSA terminates due to the Debtors failure to meet the conditions outlined above or otherwise, any
and all votes tendered by the Consenting Senior Secured Noteholders prior to such termination will be deemed to be
null and void and will not be considered or otherwise used in connection with the Plan.
B. Solicitation
On or about September 15, 2014, before filing the Chapter 11 Cases, the Debtors caused a copy of this
Disclosure Statement (with the Plan attached as Exhibit A) and the appropriate Ballots to be delivered to the
Holders of Senior Secured Notes Claims as of the Voting Record Date. The Debtors established October 10, 2014 at
5:00 p.m. (prevailing Eastern Time) as the deadline for the receipt of votes to accept or reject the Plan. On the
Petition Date, along with the Plan and this Disclosure Statement, the Debtors intend to file a motion seeking
approval of the adequacy of this Disclosure Statement, approval of the Solicitation Packages and Confirmation of
the Plan.
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VIII. SUMMARY OF THE PLAN
8

A. General Basis for the Plan
The Debtors have determined that prolonged Chapter 11 Cases would damage severely their ongoing
business operations and threaten their viability as a going concern. The prepackaged nature of the Plan (as set forth
in the Plan and described herein) allows the Debtors to exit chapter 11 quickly, while the provisions of the Plan
allow the Debtors to reduce their debt service obligations and position the Debtors for continued operations through
the issuance of New Notes.
Under the Plan, the Debtors will exchange the Senior Secured Notes Claims for New Notes and the Non-
Qualified Holder Distribution, as applicable. After emergence from chapter 11, the Debtors only debt obligations
with recourse to the Reorganized Debtors will consist of the New Notes, the Volvo Deferred Payment Arrangement
and the Bus Terminal Loan.
The Debtors Plan proposes to pay all Allowed General Unsecured Claims (classified in Class 1D through
4D) in full, in Cash on the later of the Effective Date or in the ordinary course of business in accordance with the
terms of particular transaction giving rise to such Allowed General Unsecured Claim. The Allowed General
Unsecured Claims will include all claims arising under the Volvo Deferred Payment Arrangement and any
recognitions of debt issued thereunder.
B. Governing Law
Except to the extent the Bankruptcy Code or Bankruptcy Rules apply, and subject to the provisions of any
contract, lease, instrument, release, indenture, or other agreement or document entered into expressly in connection
with the Plan, the rights and obligations arising under the Plan shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York, without giving effect to conflict of laws principles.
C. Treatment of Unclassified Claims
In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Professional
Claims, and Priority Tax Claims have not been classified and, thus, are excluded from the Classes of Claims set
forth in Article III of the Plan.
(i) Administrative Claims
Unless otherwise agreed to by the Holder of an Allowed Administrative Claim and the Debtors or
Reorganized Debtors, as applicable (which agreement shall be subject to the consent of the Requisite Consenting
Senior Secured Noteholders), each Holder of an Allowed Administrative Claim (other than Holders of Professional
Claims and Claims for fees and expenses pursuant to section 1930 of chapter 123 of title 28 of the United States
Code) will receive in full and final satisfaction of its Administrative Claim an amount of Cash equal to the amount
of such Allowed Administrative Claim either: (a) on the Effective Date, or as soon as reasonably practicable
thereafter; (b) if the Administrative Claim is not Allowed as of the Effective Date, no later than 30 days after the

8
This Section VIII is intended only to provide a summary of the key terms, structure, classification,
treatment, and implementation of the Plan, and is qualified in its entirety by reference to the entire Plan and exhibits
thereto. Although the statements contained in this Disclosure Statement include summaries of the provisions
contained in the Plan and in documents referred to therein, this Disclosure Statement does not purport to be a precise
or complete statement of all such terms and provisions, and should not be relied on for a comprehensive discussion
of the Plan. Instead, reference is made to the Plan and all such documents for the full and complete statements of
such terms and provisions. The Plan itself (including attachments) will control the treatment of creditors and equity
holders under the Plan. To the extent there are any inconsistencies between this Section VIII and the Plan (including
attachments thereto), the latter shall govern.
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date on which an order Allowing such Administrative Claim becomes a Final Order, or as soon as reasonably
practicable thereafter; or (c) if the Allowed Administrative Claim is based on liabilities incurred by the Debtors in
the ordinary course of their business after the Petition Date in accordance with the terms and conditions of the
particular transaction giving rise to such Allowed Administrative Claims without any further action by the Holders
of such Allowed Administrative Claims.
(ii) Professional Claims
All requests for payment of Professional Claims for services rendered and reimbursement of expenses
incurred prior to the Effective Date must be filed no later than 45 days after the Effective Date. The Bankruptcy
Court shall determine the Allowed amounts of such Professional Claims after notice and a hearing in accordance
with the procedures established by the Bankruptcy Code. The Reorganized Debtors shall pay Professional Claims in
Cash in the amount the Bankruptcy Court Allows. From and after the Confirmation Date, any requirement that
Professionals comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seeking retention or
compensation for services rendered after such date shall terminate, and the Reorganized Debtors may employ and
pay any Professional in the ordinary course of business without any further notice to or action, order, or approval of
the Bankruptcy Court.
(iii) Priority Tax Claims
Each Holder of an Allowed Priority Tax Claim due and payable on or before the Effective Date shall
receive in full and final satisfaction, settlement, release, and discharge of and in exchange for such Holders
Allowed Priority Tax Claim: (a) the treatment provided by section 1129(a)(9)(C) of the Bankruptcy Code; (b) a
Cash payment on, or as soon as reasonably practicable after, the later of the Effective Date or the date on which such
Priority Tax Claim becomes an Allowed Priority Tax Claim, equal to the amount of such Allowed Priority Tax
Claim; or (c) such other less favorable treatment as may be agreed upon between the Holder of such Allowed
Priority Tax Claim and the applicable Debtor, with the consent of the Requisite Consenting Senior Secured
Noteholders, which consent shall not be unreasonably withheld. If payment is made in accordance with section
1129(a)(9)(C), installment payments shall be made quarterly and interest shall accrue in accordance with 26 U.S.C.
6621. On the Effective Date, Liens securing such Allowed Secured Tax Claim shall be deemed released,
terminated and extinguished, in each case without further notice to or order of the Bankruptcy Court, act or action
under applicable law, regulation, order or rule or the vote, consent, authorization or approval of any Person. To the
extent any Allowed Priority Tax Claim is not due and owing on the Effective Date, such Claim may be paid in full
in Cash in accordance with the terms of any agreement between the Debtors and the Holder of such Claim, or as
may be due and payable under applicable non-bankruptcy law, or in the ordinary course of business.
(iv) Payment of Statutory Fees
All fees payable pursuant to 28 U.S.C. 1930(a) shall be paid for each quarter (including any fraction
thereof) until the Chapter 11 Cases are converted, dismissed, or a Final Decree is issued, whichever occurs first.
(v) Costs and Expenses of Collateral Trustees, Trustee, Paying Agent and Ad Hoc Group
Advisors
On the Effective Date, the Reorganized Debtors shall pay all reasonable and documented costs and
expenses (including reasonable and documented fees and expenses of counsel) incurred by the Collateral Trustees,
the Trustee and the Paying Agent through and including the Effective Date to the extent required under Section 7.9
of the Collateral Trust Agreement and Section 8.06 of the Senior Secured Notes Indenture, as applicable. For the
avoidance of doubt, any such claims of the Collateral Trustees, the Trustee and the Paying Agent shall not be treated
under the Plan as General Unsecured Claims, and shall not be subject to avoidance, objection, challenge, deduction,
subordination, recharacterization or offset. The Collateral Trustees, the Trustee and the Paying Agent shall not be
required to file any application under section 330 or 331 of the Bankruptcy Code or otherwise with regard to the
allowance of their respective fees and expenses.
On the Effective Date, the Reorganized Debtors shall pay all invoiced fees and expenses incurred by the Ad
Hoc Group Advisors in accordance with the terms of the Ad Hoc Group Advisor Engagement Agreements, whether
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incurred before or after the Petition Date. For the avoidance of doubt, any such claims of the Ad Hoc Group
Advisors shall not be treated under the Plan as General Unsecured Claims, and shall not be subject to avoidance,
objection, challenge, deduction, subordination, recharacterization or offset. To the extent not previously assumed,
the Ad Hoc Group Advisor Engagement Agreements shall each be deemed assumed by the Debtors in accordance
with section 365 of the Bankruptcy Code as of the Effective Date. The Ad Hoc Group Advisors shall not be
required to file any application under section 330 or 331 of the Bankruptcy Code or otherwise seek approval or
D. Classification and Treatment of Claims and Interests
(i) Classification of Claims and Interests
Pursuant to section 1122 of the Bankruptcy Code, set forth below is a designation of Classes of Claims and
Interests. All Claims and Interests, except for those identified in Article II of the Plan, are classified in the Classes
set forth in Article III of the Plan. A Claim or Interest is classified in a particular Class only to the extent that the
Claim or Interest qualifies within the description of that Class and is classified in other Classes to the extent that any
portion of the Claim or Interest qualifies within the description of such other Classes. A Claim or Interest is also
classified in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that
such Claim or Interest is an Allowed Claim or Interest in that Class and has not been paid, released, or otherwise
satisfied prior to the Effective Date.
Except to the extent that a Holder of an Allowed Claim against or Interest in any of the Debtors, as
applicable, agrees to a less favorable treatment, such Holder shall receive under the Plan the treatment described
below in full and final satisfaction, settlement, release, and discharge of and in exchange for such Holders Allowed
Claim or Interest. Unless otherwise indicated, the Holder of an Allowed Claim or Interest, as applicable, shall
receive such treatment on the Effective Date, or as soon as reasonably practicable thereafter.
(ii) Treatment of Classes of Claims and Interests
Nothing under the Plan shall affect the Debtors or the Reorganized Debtors rights regarding any
Unimpaired Claim, including all rights regarding legal and equitable defenses to or setoffs or recoupments against
any such Unimpaired Claim.
To the extent a Class contains Allowed Claims or Interests with respect to a particular Debtor, the treatment
provided to each Class for distribution purposes is specified below:
SUMMARY OF PLAN TREATMENT AND EXPECTED RECOVERIES
Class
Claim/Equity
Interest Treatment of Claim/Interest
Projected
Recovery
Under the
Plan
A Senior Secured Notes
Claims
On the Effective Date or as soon as reasonably practicable
thereafter (as described in Section VIII.G(iv)), in full and final
satisfaction, settlement, release, and discharge of and exchange for
each Allowed Senior Secured Notes Claim, (i) each Qualified
Holder of an Allowed Senior Secured Notes Claim shall receive its
Pro Rata share of the New Notes, (ii) each Non-Qualified Holder
of an Allowed Senior Secured Notes Claim shall receive the Non-
Qualified Holder Distribution and (iii) each Holder of an Allowed
Senior Secured Notes Claim shall receive Cash in the amount
equal to interest accrued on the principal amount of the Senior
Secured Notes from (and excluding) October 1, 2014 through (and
including) the Issue Date (based upon a principal amount of
$364,433,466.67), at the rate of eight (8) percent per annum on
(A) the Issue Date if such Holder completes the procedures
specified in Sections 6.4(a)(1) or 6.4(b)(1) of the Plan or (B) the
46.6% to
100.0%
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First Follow-on Distribution Date or the Final Follow-on
Distribution Date if such Holder completes the procedures
specified in Sections 6.4(a)(2) or 6.4(b)(2) of the Plan, as
applicable. Such distributions shall not be subject to avoidance,
subordination, setoff, offset, deduction, objection, challenge,
recharacterization, surcharge under section 506(c) of the
Bankruptcy Code or any other claim or defense.
B Other Secured
Claims
Each Holder of an Allowed Other Secured Claim shall, at the
election of the Reorganized Debtors, (i) have the legal, equitable
and contractual rights of such Holder Reinstated, or (ii) receive, at
the option of the Debtors, subject to the consent of the Requisite
Consenting Senior Secured Noteholders, which consent shall not
be unreasonably withheld, (A) Cash in an amount equal to such
Allowed Other Secured Claim, (B) the property of the Debtors that
constitutes collateral securing such Allowed Other Secured Claim,
or (C) other treatment that renders its Allowed Other Secured
Claim Unimpaired.
100.0%
C Other Priority Claims On the Effective Date, each Holder of an Allowed Other Priority
Claim shall receive (A) Cash in an amount equal to such Allowed
Other Priority Claim or (B) other treatment, subject to the consent
of the Requisite Consenting Senior Secured Noteholders, which
consent shall not be unreasonably withheld, rendering its Allowed
Other Priority Claim Unimpaired.
100.0%
D General Unsecured
Claims
Holders of Allowed General Unsecured Claims shall receive Cash
in an amount equal to such Allowed General Unsecured Claim on
the later of the Effective Date or in the ordinary course of business
in accordance with the terms of the particular transaction giving
rise to such Allowed General Unsecured Claim.
100.0%
E Intercompany Claims Each Allowed Intercompany Claim will be, at the election of the
Reorganized Debtors, subject to the prior written consent of the
Requisite Consenting Senior Secured Noteholders, which consent
shall not be unreasonably withheld, either (i) released, waived, and
discharged as of the Effective Date; (ii) contributed to the capital
of the obligor Entity; (iii) dividended; or (iv) remain unimpaired,
as may be agreed to by the applicable Reorganized Debtor and the
Holder of such Intercompany Claim, subject to the requirements of
and restrictions contained in the New Notes Indenture, if any.
100.0%
F Subordinated Claims Holders of Allowed Subordinated Claims shall receive Cash in an
amount equal to such Allowed Subordinated Claim on the later of
the Effective Date, the date on which such Subordinated Claim is
Allowed, or in the ordinary course of business in accordance with
the terms of the particular transaction giving rise to such Allowed
Subordinated Claim. Notwithstanding anything in the Plan to the
contrary, a Subordinated Claim, if existing, may only become
Allowed by Final Order of the Bankruptcy Court. The Debtors are
not aware of any asserted Subordinated Claim and believe that no
100.0%
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Subordinated Claim exists.
G Interests On the Effective Date, the Allowed Interests in the Debtors shall
be Reinstated.
100.0%

The projected recovery for Class A (Senior Secured Notes Claims) is based on a net present value
calculation at an 8.0% discount rate of the projected interest, mandatory amortizations and expected excess cash
flows of the Reorganized Debtors through December 31, 2018, assuming that there is no extension of the
Concession Agreements beyond their scheduled expiration of October 22, 2018. As noted in the Projections, if the
concessions are extended beyond October 22, 2018, the recovery for Class A (Senior Secured Notes Claims) may be
higher because the terms of the New Notes provide for their maturity to be extended and for additional amortizations
to be made on the New Notes. Because the terms of the New Notes provide for their maturity to be extended and for
additional amortizations to be made if certain conditions, including the extension of the Concession Agreements
beyond April 21, 2021, are met, the recovery is dependent on, among other things, the terms of any extension, the
operating environment during any extension period, and the number and length of extensions granted, if any. There
can be no assurances that the Concessionaires will receive any extension of the Concessions, including an extension
through 2021, and any such extension is subject to the risks described in Section XI.B and XI.D. Recoveries for
Class A (Senior Secured Notes Claims) at the top of the range indicated above will require that the Concessionaires
receive multiple extensions of the concession agreements and/or that the operating performance of the Reorganized
Debtors materially improves through 2021. Repayment of the New Notes remains subject to a number of risks, as
described in Section XI
As discussed in An active trading market for the New Notes may not develop, if a market for the New
Notes develops, the New Notes may trade at a discount, depending upon many factors, including prevailing interest
rates, the market for similar securities, general economic conditions, the ratings assigned to the debt by credit rating
agencies, the liquidity of the New Notes, and the Reorganized Debtors operating performance and financial
condition.
E. Means for Implementation of the Plan
(i) General Settlement of Claims
Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the
classification, distributions, releases, and other benefits provided under the Plan, on the Effective Date, the
provisions of the Plan shall constitute a good-faith compromise and settlement of all Claims and Interests.
(ii) Subordination
The allowance, classification, and treatment of all Claims and Interests under the Plan shall conform to and
with the respective contractual, legal, and equitable subordination rights of such Claims and Interests, and the Plan
shall recognize and implement any such rights. Pursuant to section 510 of the Bankruptcy Code, except where
otherwise provided in the Plan, the Reorganized Debtors reserve the right to re-classify any Allowed Claim or
Interest in accordance with any contractual, legal, or equitable subordination relating thereto. For the avoidance of
doubt, no Claim in Classes 1A-4A shall be subject to subordination.
(iii) Sources of Cash for Plan Distributions
All Cash consideration necessary for the Reorganized Debtors to make payments or distributions pursuant
to the Plan shall be obtained from Cash from the Debtors, including Cash from business operations. Further, the
Debtors and the Reorganized Debtors will be entitled to transfer funds between and among themselves as they
determine to be necessary or appropriate to enable the Reorganized Debtors to satisfy their obligations under the
Plan. Except as set forth in the Plan, any changes in intercompany account balances resulting from such transfers
will be accounted for and settled in accordance with the Debtors historical intercompany account settlement
practices and will not violate the terms of the Plan or the New Notes Indenture.
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(iv) Issuance of the New Notes
On the Effective Date, the Reorganized Debtors are authorized and directed to issue, execute, deliver or
otherwise bring into effect, as the case may be, to or for the benefit of the Qualified Holders of Allowed Senior
Secured Notes Claims, the New Notes, the New Notes Indenture, the Collateral Documents and any other
instruments, certificates, and other documents or agreements required to be issued, executed or delivered pursuant to
the Plan, and take any other necessary actions in connection with the foregoing, in each case without need for further
notice to or order of the Bankruptcy Court, act, or action under applicable law, regulation, order, or rule or the vote,
consent, authorization, or approval of any Entity. The issuance of the New Notes shall be exempt from registration
under applicable securities laws pursuant to Section 4(a)(2) of the Securities Act and Regulation S under the
Securities Act, and the New Notes Indenture shall be exempt from qualification under the Trust Indenture Act of
1939 pursuant to Section 304(b) thereof. All documents, agreements and instruments entered into and delivered on
or as of the Effective Date contemplated by or in furtherance of the Plan, including the New Notes Indenture and
any other agreement or document related thereto or entered into in connection therewith, including the Collateral
Documents, shall become effective and binding in accordance with their respective terms and conditions upon the
parties thereto, in each case without further notice to or order of the Bankruptcy Court, act or action under applicable
law, regulation, order, or rule or the vote, consent, authorization, or approval of any Entity (other than as expressly
required by such applicable agreement). On the Effective Date, the guarantees, pledges, liens and other security
interests granted pursuant to the New Notes Indenture and the Collateral Documents (whether prior to or on the
Effective Date) shall be deemed to have been granted in good faith as an inducement to the Qualified Holders of
Allowed Senior Secured Notes Claims to agree to the treatment contemplated by the Plan and (a) shall be deemed to
be approved, (b) shall be legal, binding, and creating or continuing enforceable Liens on, and security interests in,
the collateral granted thereunder in accordance with the terms of the New Notes Indenture and the Collateral
Documents, (c) shall be deemed perfected on the Effective Date, subject only to such Liens and security interests as
may be permitted under the New Notes Indenture and the Collateral Documents, as the case may be, and (d) shall
not be subject to recharacterization or equitable subordination for any purposes whatsoever and shall not constitute
preferential transfers or fraudulent conveyances under the Bankruptcy Code or any applicable non-bankruptcy law,
including any applicable law of the Republic of Chile. The Reorganized Debtors and the persons and entities granted
such Liens and security interests are authorized and directed to make all filings and recordings, and to obtain all
governmental approvals and consents necessary to establish and perfect such Liens and security interests under the
provisions of the applicable state, provincial, federal, or other law (whether domestic or foreign) that would be
applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall occur
automatically by virtue of the entry of the Confirmation Order and no such filings, recordings, approvals, and
consents shall be necessary), and will thereafter cooperate to make all other filings and recordings that otherwise
would be necessary under applicable law to give notice of such Liens and security interests to third parties.
(v) Vesting of Assets in the Reorganized Debtors
Except as otherwise provided in the Plan, or in any agreement, instrument, or other document incorporated
in the Plan, on the Effective Date, all property in each Estate and all Causes of Action, shall vest in each respective
Reorganized Debtor, free and clear of all Liens, Claims, charges, or other encumbrances. On and after the Effective
Date, except as otherwise provided in the Plan or in the New Notes Indenture, or any other agreement or document
related thereto or entered into in connection therewith, each Reorganized Debtor may operate its business and may
use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without
supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy
Rules.
(vi) Discharge from Notes, Instruments, Certificates and Other Documents
On the Effective Date, except as otherwise provided in the Plan or the Confirmation Order: (1) the Finance
Agreements, the Sponsor Support Agreement and any other certificate, share, note, bond, indenture, purchase right,
option, warrant, or other instrument or document, directly or indirectly, evidencing or creating any indebtedness or
obligation of or ownership interest in the Debtors giving rise to any Claim or Interest (except such certificates, notes,
or other instruments or documents evidencing indebtedness or obligations of or ownership interest in the Debtors
that are specifically Reinstated or otherwise not Impaired under the Plan) shall be deemed cancelled, discharged, and
extinguished (a) with respect to all rights of and obligations owed by any Debtor under any such indentures,
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28
instruments or similar agreements, and the Reorganized Debtors shall not have any continuing obligations
thereunder, (b) with respect to the rights and obligations of the Alsacia Shareholders under the Sponsor Support
Agreement and (c) except as provided in Section 4.6 of the Plan, with respect to the rights and obligations of the
Collateral Trustees and the Trustee under the Finance Agreements or similar agreements against (or to) any other
Person except (i) the Debtors, (ii) the Reorganized Debtors, or (iii) with respect to (i) and (ii), any of their respective
Affiliates; and (2) the obligations of the Debtors pursuant, relating, or pertaining to any agreements, indentures,
certificates of designation, bylaws, or certificate or articles of incorporation or similar documents governing the
shares, certificates, notes, bonds, purchase rights, options, warrants, or other instruments or documents evidencing or
creating any indebtedness or obligation of or ownership interest in the Debtors (except such agreements, certificates,
notes, or other instruments evidencing indebtedness or obligations of or ownership interests in the Debtors that are
specifically Reinstated or otherwise not Impaired under the Plan) shall be released and discharged; provided,
however, notwithstanding Confirmation or the occurrence of the Effective Date, any such indenture or agreement
that governs the rights of the Holder of a Claim shall continue in effect solely for purposes of enabling Holders of
Allowed Claims to receive distributions under the Plan as provided therein; provided further, however, that the
preceding proviso shall not affect the discharge of Claims or Interests pursuant to the Bankruptcy Code, the
Confirmation Order, or the Plan or result in any expense or liability to the Reorganized Debtors, except to the extent
set forth in or provided for under the Plan. Solely for the purpose of clause (1)(c) in the immediately preceding
sentence, the following rights of the Collateral Trustees and the Trustee shall remain in effect after the Effective
Date: (1) rights as the Collateral Trustees and the Trustee and rights in connection with any other role under the
Finance Agreements, including rights to payment of fees, expenses and indemnification obligations, including from
property distributed hereunder to the Collateral Trustees and/or the Trustee, whether pursuant to the exercise of a
charging lien or otherwise, (2) rights relating to distributions made to Holders of Allowed Senior Secured Notes
Claims by the Collateral Trustees and/or the Trustee from any source, including distributions hereunder, (3) rights
relating to representation of the interests of the Holders of Senior Secured Notes Claims by the Collateral Trustees
and the Trustee in the Chapter 11 Cases to the extent not discharged or released hereunder or any order of the
Bankruptcy Court, and (4) rights relating to participation by the Collateral Trustees and the Trustee in any
proceedings or appeals related to the Plan. On and after the Effective Date, all duties and responsibilities of the
Collateral Trustees and the Trustee shall be discharged unless otherwise specifically set forth in or provided for
under the Plan. Notwithstanding anything in the Plan to the contrary, Section 4.6 of the Plan shall not be amended,
supplemented, or modified without the prior written consent of the Collateral Trustees, the Trustee and the Requisite
Consenting Senior Secured Noteholders.
(vii) Execution of Plan Documents
Except as otherwise provided in the Plan, and subject to the consent rights afforded the Requisite
Consenting Senior Secured Noteholders under the Plan, on the Effective Date, or as soon as practicable thereafter,
the Reorganized Debtors shall execute all instruments and other documents required to be executed under the Plan.
(viii) Corporate Action
The Debtors or the Reorganized Debtors, as applicable, are authorized to take all further corporate actions
necessary to effectuate the Plan and authorize each of the matters provided for by the Plan involving the corporate
structure of the Debtors or corporate or related actions to be taken by or required of the Reorganized Debtors,
whether taken prior to or as of the Effective Date, including the issuance of the New Notes.
(ix) New Corporate Governance Documents
To the extent required by applicable law, on or immediately before the Effective Date, the Reorganized
Debtors will file their respective New Corporate Governance Documents with the applicable Secretaries of State
and/or other applicable authorities in their respective states, provinces, or countries of incorporation in accordance
with the corporate laws of the respective states, provinces, or countries of incorporation. The New Corporate
Governance Documents will be consistent with the provisions of the Plan and the Bankruptcy Code and shall be in
form and substance reasonably satisfactory to the Requisite Consenting Senior Secured Noteholders. After the
Effective Date, each Reorganized Debtor may amend and restate its New Corporate Governance Documents as
permitted by the laws of its respective jurisdiction of formation and its respective New Corporate Governance
Documents.
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(x) Effectuating Documents; Further Transactions
On and after the Effective Date, the Reorganized Debtors, and the officers and members of the boards of
directors thereof, are authorized to and may issue, execute, deliver, file, or record such contracts, securities,
instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate
to effectuate, implement, and further evidence the terms and conditions of the Plan, without the need for any
approvals, authorizations, or consents except for those expressly required under the Plan.
(xi) Section 1146(a) Exemption
Pursuant to section 1146(a) of the Bankruptcy Code, any transfers of property under the Plan shall not be
subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp
act, real estate transfer tax, mortgage recording tax, or other similar tax or governmental assessment, and upon entry
of the Confirmation Order, the appropriate state or local governmental officials or agents shall forgo the collection
of any such tax or governmental assessment and accept for filing and recordation any of the foregoing instruments
or other documents without the payment of any such tax, recordation fee, or governmental assessment.
(xii) Managers, Directors and Officers
Subject to any requirement of Bankruptcy Court approval pursuant to section 1129(a)(5) of the Bankruptcy
Code, and except as may otherwise be disclosed in the Disclosure Statement, on the Effective Date, the directors and
officers who are identified in the Plan Supplement shall serve as the initial board of directors and officers of the
Reorganized Debtors that are corporations. Pursuant to section 1129(a)(5), the Debtors will disclose in the Plan
Supplement, on or prior to the Confirmation Date, the identity and affiliations of any Person proposed to serve on a
Reorganized Debtors board of directors and, to the extent such Person is an Insider, the nature of any compensation
for such Person. After the Effective Date, the corporate governance and management of the Reorganized Debtors
shall be determined by the applicable board of managers or board of directors in accordance with the laws of the
applicable state or country of organization.
(xiii) Incentive Plans and Employee and Retiree Benefits
Except as otherwise provided in the Plan, on and after the Effective Date, subject to any Final Order, the
Reorganized Debtors shall: (a) adopt, assume and/or honor in the ordinary course of business, any contracts,
agreements, policies, programs, and plans, in accordance with their respective terms, for, among other things,
compensation, including any incentive plan, health care benefits, disability benefits, deferred compensation benefits,
savings, severance benefits, retirement benefits, welfare benefits, workers compensation insurance, and accidental
death and dismemberment insurance for the directors, officers, and employees of any of the Debtors who served in
such capacity from and after the Petition Date and (b) honor, in the ordinary course of business, Claims of
employees employed as of the Effective Date for accrued vacation time, and other employee benefits arising prior to
the Petition Date and not otherwise paid pursuant to a Bankruptcy Court order. Notwithstanding the foregoing,
pursuant to section 1129(a)(13) of the Bankruptcy Code, from and after the Effective Date, all retiree benefits (as
that term is defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paid.
(xiv) Preservation of Rights of Action
Unless any Causes of Action against an Entity are expressly waived, relinquished, exculpated, released,
compromised, or settled in the Plan or by a Final Order, in accordance with section 1123(b) of the Bankruptcy Code,
the Reorganized Debtors shall retain and may enforce all rights to commence and pursue any and all Causes of
Action, whether arising before or after the Petition Date, including any actions specifically enumerated in the Plan
Supplement, and the Reorganized Debtors rights to commence, prosecute, or settle such Causes of Action shall be
preserved notwithstanding the occurrence of the Effective Date. No Entity may rely on the absence of a specific
reference in the Plan, the Plan Supplement, or the Disclosure Statement to any Cause of Action against them
as any indication that the Debtors or the Reorganized Debtors will not pursue any and all available Causes of
Action against them. The Debtors and the Reorganized Debtors expressly reserve all rights to prosecute any
and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan. Unless any
Causes of Action against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled
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in the Plan or a Bankruptcy Court order, the Reorganized Debtors expressly reserve all Causes of Action, for later
adjudication, and, therefore no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue
preclusion, claim preclusion, estoppel, judicial, equitable, or otherwise, or laches, shall apply to such Causes of
Action upon, after, or as a consequence of the Confirmation or Consummation.
The Reorganized Debtors reserve and shall retain Causes of Action notwithstanding the rejection of any
Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. In accordance with
section 1123(b)(3) of the Bankruptcy Code, any Causes of Action that a Debtor may hold against any Entity shall
vest in the Reorganized Debtors. The applicable Reorganized Debtor, through its authorized agents or
representatives, shall retain and may exclusively enforce any and all such Causes of Action. The Reorganized
Debtors shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce,
abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action, or to decline to
do any of the foregoing, without the consent or approval of any third party or any further notice to or action, order,
or approval of the Bankruptcy Court.
F. Treatment of Executory Contracts and Unexpired Leases
(i) Assumption of Executory Contracts and Unexpired Leases
On the Effective Date, except as otherwise provided in the Plan or pursuant to the Confirmation Order,
Executory Contracts and Unexpired Leases shall be deemed assumed, without the need for any further notice to or
action, order, or approval of the Bankruptcy Court, as of the Effective Date under section 365 of the Bankruptcy
Code, unless such Executory Contract or Unexpired Lease: (a) is listed on the Rejection Schedule; (b) has been
previously assumed or rejected by the Debtors by Final Order or has been assumed or rejected by the Debtors by
order of the Bankruptcy Court as of the Effective Date, which order becomes a Final Order after the Effective Date;
(c) previously expired or terminated pursuant to its own terms; or (d) is the subject of a motion to assume or reject
pending as of the Effective Date. The Confirmation Order will constitute an order of the Bankruptcy Court
approving the above-described assumptions, assignments, and rejections.
Except as otherwise provided in the Plan or agreed to by the Debtor and the applicable counterparty, each
assumed Executory Contract or Unexpired Lease shall include all modifications, amendments, supplements,
restatements, or other agreements related thereto, and all rights related thereto, if any, including all easements,
licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests, unless any of
the foregoing agreements has been previously rejected or repudiated or is rejected or repudiated hereunder.
Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired
Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the
prepetition nature of the Executory Contract or Unexpired Lease or the validity, priority, or amount of any Claims
that may arise in connection therewith.
(ii) Cure of Defaults and Objections to Cure and Assumption
Any monetary defaults under each Executory Contract and Unexpired Lease to be assumed pursuant to the
Plan shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the Cure on the
Effective Date or as soon as reasonably practicable thereafter, subject to the limitation described below, or on such
other terms as the parties to such Executory Contracts or Unexpired Leases may otherwise agree. Any Cure shall be
deemed fully satisfied, released, and discharged upon payment by the Debtors or the Reorganized Debtors, as
applicable, of the Cure; provided, however, that nothing in the Plan shall prevent the Reorganized Debtors from
paying any Cure despite the failure of the relevant counterparty to file such request for payment of such Cure so
long as payment of such Cure does not violate the terms of the New Notes Indenture.
At least fourteen (14) calendar days before the Confirmation Hearing, the Debtors shall distribute, or cause
to be distributed Cure Notices of proposed assumption and proposed amounts of Cures to the applicable third
parties. In the event of a dispute regarding (i) the amount of any Cure, (ii) the ability of the Reorganized Debtors or
any assignee to provide adequate assurance of future performance (within the meaning of section 365 of the
Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed, or (iii) any other matter
pertaining to assumption, the payments required by section 365(b)(1) of the Bankruptcy Code in respect of Cures
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shall be made following the entry of a Final Order or orders resolving the dispute and approving the assumption
(and, if applicable, assignment). Any objection by a counterparty to an Executory Contract or Unexpired Lease to a
proposed assumption or related Cure must be filed with the Bankruptcy Court and served on the Debtors or the
Reorganized Debtors, as applicable, and counsel to the Ad Hoc Group within no later than four (4) calendar days
before the Confirmation Hearing. Any counterparty to an Executory Contract or Unexpired Lease that fails to
timely object to the proposed assumption or Cure of any Executory Contract or Unexpired Lease will be deemed to
have consented to such assumption or Cure. The Debtors or Reorganized Debtors, as applicable, on notice to
counsel to the Ad Hoc Group, also may settle any Cure without any further notice to or action, order, or approval of
the Bankruptcy Court. The Debtors or Reorganized Debtors, as applicable, reserve the right either to reject or
nullify the assumption of any Executory Contract or Unexpired Lease within 45 days after a Final Order resolving
an objection to assumption or determining the Cure or any request for adequate assurance of future performance
required to assume such Executory Contract or Unexpired Lease, is entered.
Assumption of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall result in
the full release and satisfaction of any Cures, Claims, or defaults, whether monetary or nonmonetary, including
defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related
defaults, arising under any assumed Executory Contract or Unexpired Lease at any time prior to the effective date of
assumption. Any and all Proofs of Claim based upon Executory Contracts or Unexpired Leases that have been
assumed in the Chapter 11 Cases, including pursuant to the Confirmation Order, shall be deemed disallowed and
expunged as of the Effective Date without the need for any objection thereto or any further notice to or action, order,
(iii) Pre-existing Payment and Other Obligations
Rejection of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall not
constitute a termination of pre-existing obligations owed to the Debtors or Reorganized Debtors, as applicable,
under such contract or lease. In particular, notwithstanding any applicable non-bankruptcy law to the contrary, the
Reorganized Debtors expressly reserve and do not waive any right to receive, or any continuing obligation of a
counterparty to provide: (a) payment to the contracting Debtors or Reorganized Debtors, as applicable, of
outstanding and future amounts owing thereto under or in connection with rejected Executory Contracts or
Unexpired Leases or (b) warranties or continued maintenance obligations on goods previously purchased by the
contracting Debtors or Reorganized Debtors, as applicable, from counterparties to rejected Executory Contracts.
(iv) Rejection Damages Claims and Objections to Rejections
Pursuant to section 502(g) of the Bankruptcy Code, counterparties to Executory Contracts or Unexpired
Leases that are rejected shall have the right to assert Claims, if any, on account of the rejection of such contracts and
leases. Unless otherwise provided by a Bankruptcy Court order, any Proofs of Claim asserting Claims arising from
the rejection of Executory Contracts and Unexpired Leases pursuant to the Plan must be filed with the Claims and
Solicitation Agent no later than 30 days after the later of the Confirmation Date or the effective date of rejection.
Any such Proofs of Claim that are not timely filed shall be disallowed without the need for any further notice to or
action, order, or approval of the Bankruptcy Court. Such Proofs of Claim shall be forever barred, estopped, and
enjoined from assertion. Moreover, such Proofs of Claim shall not be enforceable against any Reorganized Debtor,
without the need for any objection by the Reorganized Debtors or any further notice to or action, order, or approval
of the Bankruptcy Court, and any Claim arising out of the rejection of the Executory Contract or Unexpired Lease
shall be deemed fully satisfied, released, and discharged notwithstanding anything in a Proof of Claim to the
contrary. All Allowed Claims arising from the rejection of Executory Contracts and Unexpired Leases shall be
classified as Class DGeneral Unsecured Claims against the applicable Debtor counterparty thereto.
(v) Contracts and Leases Entered Into After the Petition Date
Contracts and leases entered into after the Petition Date by any Debtor and any Executory Contracts and
Unexpired Leases assumed by any Debtor may be performed by the applicable Reorganized Debtor in the ordinary
course of business.
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(vi) Reservation of Rights
Neither the exclusion nor inclusion of any contract or lease in the Plan Supplement, nor anything contained
in the Plan or the Cure Notice shall constitute an admission by the Debtors that any such contract or lease is in fact
an Executory Contract or Unexpired Lease or that any Reorganized Debtor has any liability thereunder. If there is a
dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection,
the Debtors or Reorganized Debtors, as applicable, shall have 45 days following entry of a Final Order resolving
such dispute to alter their treatment of such contract or lease.
G. Provisions Governing Distributions
(i) Distributions on Account of Claims Allowed as of the Effective Date
Except as otherwise provided in the Plan, a Final Order, or as otherwise agreed to by the Debtors or the
Reorganized Debtors (as the case may be) and the Holder of the applicable Allowed Claim, on the Distribution Date,
the Reorganized Debtors shall make initial distributions under the Plan on account of Claims Allowed on or before
the Effective Date, subject to the Debtors and Reorganized Debtors right to object to Claims; provided, however,
that (1) Allowed Administrative Claims with respect to liabilities incurred by the Debtors in the ordinary course of
business during the Chapter 11 Cases or assumed by the Debtors prior to the Effective Date shall be paid or
performed in the ordinary course of business in accordance with the terms and conditions of any controlling
agreements, course of dealing, course of business, or industry practice and (2) Allowed Priority Tax Claims shall be
paid in accordance with Section 2.3 of the Plan. To the extent any Allowed Priority Tax Claim is not due and owing
on the Effective Date, such Claim may be paid in full in Cash in accordance with the terms of any agreement
between the Debtors or the Reorganized Debtors (as the case may be) and the Holder of such Claim or as may be
due and payable under applicable non-bankruptcy law or in the ordinary course of business.
(ii) Special Rules for Distributions to Holders of Disputed Claims
Notwithstanding any provision otherwise in the Plan and except as otherwise agreed by the relevant parties:
(1) no partial payments and no partial distributions shall be made with respect to a Disputed Claim until all such
disputes in connection with such Disputed Claim have been resolved by settlement or Final Order and (2) any Entity
that holds both an Allowed Claim and a Disputed Claim shall not receive any distribution on the Allowed Claim
unless and until all objections to the Disputed Claim have been resolved by settlement or Final Order or the Claim
has been Allowed or expunged. Any dividends or other distributions arising from property distributed to Holders of
Allowed Claims in a Class and paid to such Holders under the Plan shall be paid also, in the applicable amounts, to
any Holder of a Disputed Claim, as applicable, in such Class that becomes an Allowed Claim after the date or dates
that such dividends or other distributions were earlier paid to Holders of Allowed Claims in such Class.
(iii) Disbursing Agent
Except as otherwise provided in the Plan, all distributions under the Plan shall be made by the Disbursing
Agent on or as soon as practicable after the Effective Date. To the extent the Disbursing Agent is one or more of the
Reorganized Debtors, the Disbursing Agent shall not be required to give any bond or surety or other security for the
performance of its duties unless otherwise ordered by the Bankruptcy Court.
The Disbursing Agent shall be empowered to: (a) effect all actions and execute all agreements, instruments,
and other documents necessary to perform its duties under the Plan; (b) make all distributions contemplated hereby;
(c) employ professionals to represent it with respect to its responsibilities; and (d) exercise such other powers as may
be vested in the Disbursing Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the
Disbursing Agent to be necessary and proper to implement the provisions hereof.
Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees and out-of-pocket
expenses incurred by the Disbursing Agent on or after the Effective Date (including taxes) and any reasonable
compensation and out-of-pocket expense reimbursement claims (including reasonable attorney fees and expenses)
made by the Disbursing Agent may be paid in Cash by the Reorganized Debtors.
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(iv) Distributions on Account of Senior Secured Notes Claims
(a) As a condition to participation under the Plan, each Holder of a Senior Secured
Notes Claim that is a Qualified Holder is required to review the Letter of
Transmittal and take the following action as applicable to tender its Senior
Secured Notes:
(i) on or before the Distribution Election Deadline, surrender its Senior
Secured Notes by completing the Book-Entry Confirmation procedure
(more fully described below) for Qualified Holders; or
(ii) after the Distribution Election Deadline, complete and return a duly
completed Letter of Transmittal to the Disbursing Agent together with
any documents required in connection therewith.
(b) As a condition to participation under the Plan, each Holder of a Senior Secured
Notes Claim that is a Non-Qualified Holder is required to review the Letter of
Transmittal and take the following action as applicable to tender its Senior
Secured Notes:
(i) on or before the Distribution Election Deadline, surrender its Senior
Secured Notes by completing the Book-Entry Confirmation procedure
(more fully described below) for Non-Qualified Holders; or
(ii) after the Distribution Election Deadline, complete and return a duly
completed Letter of Transmittal to the Disbursing Agent together with
any documents required in connection therewith.
(c) On or promptly after the Effective Date, the Debtors will request that DTC
impose a chill order on any Senior Secured Notes that have not been validly
tendered prior to the Distribution Election Deadline.
(d) On the Effective Date, or as soon as reasonably practicable thereafter, the
Disbursing Agent will distribute, through ATOP, the New Notes corresponding
to each Qualified Holder that has completed the procedures specified in clause
(a)(1) above; provided, however, that if the Effective Date has not occurred by
ten (10) calendar days after the Distribution Election Deadline, the Disbursing
Agent shall immediately reverse the book-entry delivery of Senior Secured
Notes made using DTC's ATOP system by the Distribution Election Deadline;
provided, further, that the foregoing requirement may be extended to a later date
mutually agreed by the Debtors and the Requisite Consenting Senior Secured
Noteholders in a written notice provided to the Disbursing Agent.
(e) The Disbursing Agent will (i) on the date that is ten (10) Business Days
following the Effective Date, calculate the amount of the Non-Qualified Holder
Distribution payable to Non-Qualified Holders per US$1,000 principal amount
of Senior Secured Notes and (ii) on the date that is two (2) Business Days
following such calculation, distribute, through ATOP, the Non-Qualified Holder
Distribution corresponding to each Non-Qualified Holder that has completed the
procedures specified in clause (b)(1) above.
(f) The First Follow-on Distribution Date will occur on the date that is sixty (60)
days following the Effective Date. On the First Follow-on Distribution Date, the
Disbursing Agent will:
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(i) Deliver to each Qualified Holder that has completed the procedures
specified in clause (a)(ii) above on or prior to the date that is fifteen
(15) days immediately prior to the First Follow-on Distribution Date
the New Notes corresponding to such Qualified Holder, which New
Notes will be delivered by crediting the DTC account specified by such
Qualified Holder in their Letter of Transmittal (via Deposit/Withdrawal
at Custodian (DWAC) procedures in cooperation with and at the
direction of the indenture trustee for the New Notes). Qualified
Holders will be compensated for any interest payments, pre-payments,
repayments, redemptions or other distributions made from the Effective
Date through and including such First Follow-on Distribution Date, as
if such Holder had received its New Notes on the Effective Date; and
(ii) Deliver to each Non-Qualified Holder that has completed the
procedures specified in clause (b)(ii) above on or prior to the date that
is fifteen (15) days immediately prior to the First Follow-on
Distribution Date the Non-Qualified Holder Distribution corresponding
to such Non-Qualified Holder, which Non-Qualified Holder
Distribution will be delivered by crediting the bank account specified
by such Non-Qualified Holder in the Letter of Transmittal. Non-
Qualified Holders receiving a Non-Qualified Holder Distribution on the
First Follow-on Distribution Date will be entitled to interest that
accrues on such Non-Qualified Holder Distribution with respect to the
period from the Effective Date to the First Follow-on Distribution Date
at the applicable rate provided to the New Notes.
(g) The Final Follow-on Distribution Date will occur on the date that is one hundred
and ninety-five (195) days from the Effective Date. On the Final Follow-on
Distribution Date, the Disbursing Agent will:
(i) Deliver to each Qualified Holder that has completed the procedures
specified in clause (a)(ii) above on or prior to the date that is fifteen
(15) days immediately prior to the Final Follow-on Distribution Date
the New Notes corresponding to such Qualified Holder, which New
Notes will be delivered by crediting the DTC account specified by such
Qualified Holder in their Letter of Transmittal (via DWAC deposit
procedures in cooperation with and at the direction of the indenture
trustee for the New Notes). Qualified Holders will be compensated for
any interest payments, pre-payments, repayments, redemptions or other
distributions made from the Effective Date through and including such
Final Follow-on Distribution Date, as if such Holder had received its
New Notes on the Effective Date; and
(ii) Deliver to each Non-Qualified Holder that has completed the
procedures specified in clause (b)(ii) above on or prior to the date that
is fifteen (15) days immediately prior to such Final Follow-on
Distribution Date the Non-Qualified Holder Distribution corresponding
to such Non-Qualified Holder, which Non-Qualified Holder
Distribution will be delivered by crediting the bank account specified
by such Non-Qualified Holder in the Letter of Transmittal. Non-
Qualified Holders receiving a Non-Qualified Holder Distribution on the
Final Follow-on Distribution Date will be entitled to interest that
accrues on such Non-Qualified Holder Distribution with respect to the
period from the Effective Date to the Final Follow-on Distribution Date
at the applicable rate provided to the New Notes.
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(h) The Disbursing Agent and/or any applicable broker or agent shall use reasonable
best efforts to obtain the surrender of all certificates or instruments relating to
the Senior Secured Notes to the Debtors, the Reorganized Debtors or the
Disbursing Agent and shall execute such other documents as might be necessary
to effectuate the Plan. Any Holder of Senior Secured Notes who fails to
surrender the applicable Senior Secured Notes required to be tendered under the
Plan within one hundred and eighty (180) days after the Effective Date shall
have its Claim and its distribution pursuant to the Plan on account of such Senior
Secured Notes Claim discharged and forfeited and shall not participate in any
distribution under the Plan. Any property in respect of such forfeited Senior
Secured Notes Claims would revert to the Reorganized Debtors.
(v) Book Entry Transfer: ATOP
The Disbursing Agent will work with DTC to establish this distribution event relating to the Senior Secured
Notes on DTCs ATOP system.
9
A beneficial owner (Beneficial Owner) of Senior Secured Notes that are held by
or registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian (each, a
Nominee) is urged to contact such Nominee promptly if such Beneficial Owner wishes to participate. Only
Nominees that are participants in DTCs ATOP system can effectuate a book-entry delivery of the Senior Secured
Notes on a Holders behalf. Beneficial holders of the Senior Secured Notes must allow sufficient time for its
Nominee to effectuate the book-entry delivery of its Senior Secured Notes via ATOP on or before the Distribution
Election Deadline.
At the Holders instruction, the tendering Nominee participant in DTC's ATOP system must make a book
entry delivery of the Senior Secured Notes by causing DTC to transfer such Senior Secured Notes into the
appropriate contra-CUSIP
10
in accordance with ATOP procedures for transfers on or before the Distribution
Election Deadline. Once DTC receives the Nominees instruction to initiate a book entry delivery of a Holders
Senior Secured Notes, DTC will verify such instruction, execute a book-entry transfer of the tendered Senior
Secured Notes into the appropriate contra-CUSIP and then send to the Disbursing Agent confirmation of such book-
entry transfer, including an agent's message confirming that DTC has received an express acknowledgment from
such holder that such holder has received and agrees to be bound by the Letter of Transmittal and that the company
may enforce the Letter of Transmittal against such holder.
ALL QUESTIONS AS TO THE VALIDITY, FORM, ELIGIBILITY (INCLUDING TIME OF RECEIPT),
AND ACCEPTANCE OF LETTERS OF TRANSMITTAL AND TENDERED SENIOR SECURED NOTES WILL
BE RESOLVED BY THE REORGANIZED DEBTORS, WHOSE DETERMINATION WILL BE FINAL AND
BINDING, SUBJECT ONLY TO REVIEW BY THE BANKRUPTCY COURT UPON APPLICATION WITH
DUE NOTICE TO ANY AFFECTED PARTIES IN INTEREST. THE DEBTOR RESERVES THE RIGHT TO
REJECT ANY AND ALL LETTERS OF TRANSMITTAL AND TENDERED SENIOR SECURED NOTES NOT
IN PROPER FORM, OR LETTERS OF TRANSMITTAL AND TENDERED SENIOR SECURED NOTES, THE
DEBTOR'S ACCEPTANCE OF WHICH WOULD, IN THE OPINION OF THE DEBTOR OR ITS COUNSEL, BE
UNLAWFUL.

9
In the event DTC is unwilling or unable to utilize the ATOP system to surrender the Senior Secured Notes,
a Nominee will be required to withdraw a Holders Senior Secured Notes from DTC via Deposit/Withdrawal at
Custodian (DWAC) procedures.
10
A contra-CUSIP is the CUSIP used to segregate a Holders position for a voluntary distribution event at the
instruction of the Holder.
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(vi) Letter of Transmittal
To the extent a Holder is required to deliver a Letter of Transmittal to the Disbursing Agent, signatures on
such Letter of Transmittal must be guaranteed by an Eligible Institution. If Senior Secured Notes are registered in
the name of a person other than the person signing the Letter of Transmittal, in order to be validly tendered, the
Senior Secured Notes must be endorsed or accompanied by a properly completed power of authority, with signature
guaranteed by an Eligible Institution.
(vii) Delivery of Distributions and Undeliverable or Unclaimed Distributions
(a) Delivery of Distributions
Except as otherwise provided in the Plan, distributions to Holders of Allowed Claims shall be made to
Holders of record as of the Distribution Record Date by the Reorganized Debtors or the Disbursing Agent, as
appropriate: (a) to the signatory set forth on any of the Proofs of Claim filed by such Holder or other representative
identified therein (or at the last known addresses of such Holder if no Proof of Claim is filed or if the Debtors have
not been notified in writing of a change of address); (b) at the addresses set forth in any written notices of address
changes delivered to the Reorganized Debtors or the applicable Disbursing Agent, as appropriate, after the date of
any related Proof of Claim; or (c) on any counsel that has appeared in the Chapter 11 Cases on the Holders behalf.
The Debtors shall have no obligation to recognize any transfer of Claims or Interests occurring on or after the
Distribution Record Date; provided, however, that distributions on account of the Senior Secured Notes Claims shall
be made in accordance with Section 6.4 of the Plan. Subject to Article VI of the Plan, distributions under the Plan
on account of Allowed Claims shall not be subject to levy, garnishment, attachment, or like legal process, so that
each Holder of an Allowed Claim shall have and receive the benefit of the distributions in the manner set forth in the
Plan. The Debtors, the Reorganized Debtors, and the Disbursing Agent, as applicable, shall not incur any liability
whatsoever on account of any distributions under the Plan except for fraud, gross negligence, or willful misconduct.
(b) Minimum; De Minimis Distributions.
Notwithstanding anything to the contrary contained in the Plan, the Disbursing Agent shall not be required
to distribute Cash or other property to the Holder of any Allowed Claim or Allowed Interest if the amount of Cash or
other property to be distributed on account of such Allowed Claim or Allowed Interest is less than $50. Any Holder
of an Allowed Claim or Allowed Interest on account of which the amount of Cash or other property to be distributed
is less than such amount shall have such Claim or Interest, as applicable, discharged and shall be forever barred from
asserting such Claim or Interest against the Debtors, the Reorganized Debtors, or their respective property. Any
Cash or other property not distributed pursuant to this provision shall be the property of the Reorganized Debtors.
(c) Compliance Matters
In connection with the Plan, to the extent applicable, the Reorganized Debtors or the Disbursing Agent
shall comply with all tax withholding and reporting requirements imposed on them by any Governmental Unit, and
all distributions pursuant to the Plan shall be subject to such withholding and reporting requirements.
Notwithstanding any provision in the Plan to the contrary, the Reorganized Debtors or the Disbursing Agent shall be
authorized to take all actions necessary or appropriate to comply with such withholding and reporting requirements,
including liquidating a portion of the distribution to be made under the Plan to generate sufficient funds to pay
applicable withholding taxes, withholding distributions pending receipt of information necessary to facilitate such
distributions, or establishing any other mechanisms they believe are reasonable and appropriate. The Reorganized
Debtors reserve the right to allocate all distributions made under the Plan in compliance with all applicable wage
garnishments, alimony, child support, and other spousal awards, liens, and encumbrances. All Persons holding
Claims shall be required to provide any information necessary to effect information reporting and the withholding of
such taxes. Notwithstanding any other provision of the Plan to the contrary, (a) each Holder of an Allowed Claim
shall have the sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by
any Governmental Unit, including income, withholding and other tax obligations, on account of such distribution,
and (b) no distribution shall be made to or on behalf of such Holder pursuant to the Plan unless and until such
Holder has made arrangements satisfactory to the Reorganized Debtors for the payment and satisfaction of such tax
obligations.
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(d) Section 4(a)(2) and Regulation S Exemptions
Section 4(a)(2) of the Securities Act provides that the registration requirements of the Securities Act will
not apply to transactions by an issuer not involving any public offering. 15 U.S.C. 77d(a)(2). In addition, 230
CFR 901 provides that for the purposes of the registration requirements of the Securities Act (15 U.S.C. 77(e)),
the terms offer, offer to sell, sell, sale, and offer to buy shall be deemed to include offers and sales that occur within
the United States and shall be deemed not to include offers and sales that occur outside the United States.
New Notes are being issued only to Qualified Holders that certify that they are:
(i) Qualified Institutional Buyers as such term is defined in 230 CFR
144A(a);
(ii) Accredited Investors as defined in Rule 501(a) under the Securities
Act; or
(iii) Persons other than a U.S. Person, as such term is defined in Rule
901(k) under the Securities Act, who are not located in the United
States.
Consequently, the Debtors believe that the solicitation of votes from Qualified Holders to accept or reject
the Plan is not a public offering (and is therefore exempt from the registration requirements of Section 5 of the
Securities Act pursuant to Section 4(a)(2) of the Securities Act) or is an offering of securities outside the United
States (and therefore is not subject to the registration requirements of Section 5 as set forth in Regulation S, 230
CFR 900 et seq).
The Debtors believe that the solicitation of votes from Non-Qualified Holders constitutes a cash tender
offer for the Senior Secured Notes that complies with Regulation 14E under the Securities Exchange Act of 1934,
240 CFR 14e-1 et seq.
(e) Cash Payments
Except as otherwise set forth in Section 6.7(e) of the Plan, distributions of Cash under the Plan shall be
made by the Disbursing Agent on behalf of the applicable Debtor (or Debtors) in U.S. dollars. At the option of the
Disbursing Agent, any Cash payment to be made hereunder may be made by check or wire transfer or as otherwise
required or provided in applicable agreements. Cash payments to creditors outside of the United States of America
may be made, at the option of the Disbursing Agent, in such funds and by such means as are necessary or customary
in a particular foreign jurisdiction.
(f) Undeliverable and Unclaimed Distributions
(i) Undeliverable Distributions. If any distribution to a Holder of an
Allowed Claim is returned to the Reorganized Debtors or the
Disbursing Agent as undeliverable or is otherwise unclaimed, no
further distributions shall be made to such Holder unless and until the
Reorganized Debtors or the Disbursing Agent are notified in writing of
such Holders then-current address or other necessary information for
delivery. Subject to the succeeding sentence, the Reorganized Debtors
or their duly appointed disbursing agent shall retain undeliverable
distributions until such time as a distribution becomes deliverable.
Each Holder of an Allowed Claim whose distribution remains (i)
undeliverable for one hundred and eighty (180) days after the
distribution is returned as undeliverable or (ii) otherwise has not been
deposited, endorsed or negotiated within one hundred and eighty (180)
days of the date of issuance shall have no claim to or interest in such
distribution and shall be forever barred from receiving any distribution
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under the Plan. Nothing contained in the Plan shall require the
Debtors, the Reorganized Debtors or the Disbursing Agent to attempt to
locate any Holder of an Allowed Claim.
(ii) Reversion. Any distribution under the Plan that is an Unclaimed
Distribution for a period of one hundred and eighty (180) days after
distribution shall be deemed unclaimed property under section 347(b)
of the Bankruptcy Code and such Unclaimed Distribution shall revest
in the applicable Reorganized Debtor. Upon such revesting, the Claim
or Interest of any Holder or its successors with respect to such property
shall be cancelled, discharged, and forever barred notwithstanding any
applicable federal or state escheat, abandoned, or unclaimed property
laws, or any provisions in any document governing the distribution that
is an Unclaimed Distribution, to the contrary
(viii) Claims Paid or Payable by Third Parties
(a) Claims Paid by Third Parties
A Claim shall be reduced in full, and such Claim shall be disallowed without a Claims objection having to
be filed and without any further notice to or action, order, or approval of the Bankruptcy Court, to the extent that the
Holder of such Claim receives payment in full on account of such Claim from a party that is not a Debtor or
Reorganized Debtor. To the extent a Holder of a Claim receives a distribution on account of such Claim and
receives payment from a party that is not a Debtor or a Reorganized Debtor on account of such Claim, such Holder
shall repay, return or deliver any distribution held by or transferred to the Holder to the applicable Reorganized
Debtor to the extent the Holders total recovery on account of such Claim from the third party and under the Plan
exceeds the amount of such Claim as of the date of any such distribution under the Plan.
(b) Claims Payable by Insurance Carriers
No distributions under the Plan shall be made on account of an Allowed Claim that is payable pursuant to
one of the Debtors insurance policies until the Holder of such Allowed Claim has exhausted all remedies with
respect to such insurance policy. To the extent that one or more of the Debtors insurers agrees to satisfy in full a
Claim (if and to the extent adjudicated by a court of competent jurisdiction), then immediately upon such insurers
agreement, such Claim may be expunged to the extent of any agreed upon satisfaction on the Claims Register by the
Claims and Solicitation Agent without a Claims objection having to be filed and without any further notice to or
action, order, or approval of the Bankruptcy Court.
(c) Applicability of Insurance Policies
Except as otherwise expressly provided in the Plan, distributions to Holders of Allowed Claims shall be in
accordance with the provisions of an applicable insurance policy. Nothing contained in the Plan shall constitute or
be deemed a waiver of any Cause of Action that the Debtors or any Entity may hold against any other Entity,
including insurers under any policies of insurance, nor shall anything contained in the Plan constitute or be deemed a
waiver by such insurers of any defenses, including coverage defenses, held by such insurers.
(ix) Setoffs
Except as otherwise expressly provided in the Plan, each Reorganized Debtor, pursuant to the Bankruptcy
Code (including section 553 of the Bankruptcy Code), applicable non-bankruptcy law, or as may be agreed to by the
Holder of a Claim, may set off against any Allowed Claim and the distributions to be made pursuant to the Plan on
account of such Allowed Claim (before any distribution is made on account of such Allowed Claim), any Claims,
rights, and Causes of Action of any nature that such Debtor or Reorganized Debtor, as applicable, may hold against
the Holder of such Allowed Claim, to the extent such Claims, rights, or Causes of Action against such Holder have
not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or
otherwise); provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim
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pursuant to the Plan shall constitute a waiver or release by such Reorganized Debtor of any such Claims, rights, and
Causes of Action that such Reorganized Debtor may possess against such Holder. In no event shall any Holder of
Claims be entitled to set off any Claim against any Claim, right, or Cause of Action of the Debtor or Reorganized
Debtor, as applicable, unless such Holder has filed a motion with the Bankruptcy Court requesting the authority to
perform such setoff on or before the Confirmation Date, and notwithstanding any indication in any Proof of Claim
or otherwise that such Holder asserts, has, or intends to preserve any right of setoff pursuant to section 553 or
otherwise. For the avoidance of doubt, no Claim in Classes 1-A to 4-A shall be subject to setoff.
(x) Allocation Between Principal and Accrued Interest
Except as otherwise provided in the Plan and to the extent permitted by applicable law, the aggregate
consideration paid to Holders with respect to their Allowed Claims shall be treated pursuant to the Plan for income
tax purposes as allocated first to the principal amount of such Allowed Claims (to the extent thereof) and, thereafter,
to the interest accrued through and including the Effective Date.
H. Conditions Precedent to Confirmation and Consummation of the Plan
(i) Conditions Precedent to the Effective Date
It shall be a condition to the Effective Date of the Plan that the following conditions shall have been
satisfied or waived pursuant to Section 9.2 of the Plan:
(a) the Confirmation Order shall have been entered and become a Final Order, and
such Final Order shall not have been stayed, modified, or vacated on appeal;
(b) all respective conditions precedent to the transactions contemplated under the
RPSA shall have been waived or satisfied in accordance with the terms thereof;
(c) the principal amount of Senior Secured Notes tendered by Non-Qualified
Holders prior to the Distribution Election Deadline is less than $1,800,000;
(d) all fees and expenses invoiced at least five (5) Business Days prior to such date
by the Ad Hoc Group Advisors shall have been indefeasibly paid in full in Cash
in accordance with the terms of the applicable Ad Hoc Group Advisor
Engagement Agreement;
(e) Class F is vacant and eliminated under Section 12.4 of the Plan;
(f) the Non-Compete Agreements shall have become effective;
(g) the RPSA has not been terminated under Section 5 thereof and there is no
pending uncured breach or default that, with the passage of time or the giving of
notice (or both), could result in such termination or would provide any party or
parties with the right to terminate under Section 5 thereof; and
(h) the Plan and all documents and agreements necessary to implement the Plan,
including the New Notes Indenture, the Collateral Documents, the New
Corporate Governance Documents and any other agreement or document related
to the foregoing or entered into in connection therewith (including documents
effectuating affiliate guarantees or asset pledges), shall have: (i) all conditions
precedent to such documents and agreements satisfied or waived pursuant to the
terms of such documents or agreements; (ii) been tendered for delivery to the
required parties and, to the extent required, filed with and approved by any
applicable Governmental Units in accordance with applicable laws; (iii) been
effected or executed; and (iv) been in form and substance satisfactory to the
Requisite Consenting Senior Secured Noteholders.
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(ii) Waiver of Conditions Precedent
The Debtors may, subject to the terms of the RPSA and with the prior written consent of the Requisite
Consenting Senior Secured Noteholders, amend, modify, supplement or waive any of the conditions to the Effective
Date set forth in Section 9.1 of the Plan at any time without any notice to any other parties in interest and without
any further notice to or action, order, or approval of the Bankruptcy Court, and without any formal action other than
proceeding to confirm or consummate the Plan.
(iii) Effect of Non-Occurrence of Conditions to Consummation
If prior to Consummation, the Confirmation Order is vacated pursuant to a Final Order, then except as
provided in any order of the Bankruptcy Court vacating the Confirmation Order, the Plan will be null and void in all
respects, and nothing contained in the Plan or Disclosure Statement shall: (a) constitute a waiver or release of any
Claims, Interests, or Causes of Action; (b) prejudice in any manner the rights of any Debtor or any other Entity; or
(c) constitute an admission, acknowledgment, offer, or undertaking of any sort by any Debtor or any other Entity.
I. Modification, Revocation or Withdrawal of the Plan
(i) Modification of Plan
Effective as of the date hereof: (a) the Debtors, subject to the conditions and limitations set forth in the Plan
and in the RPSA and with the prior written consent of the Requisite Consenting Senior Secured Noteholders, in
accordance with the Bankruptcy Code and the Bankruptcy Rules, may amend or modify the Plan before the entry of
the Confirmation Order; and (b) after the entry of the Confirmation Order, the Debtors or the Reorganized Debtors,
as applicable, may, upon order of the Bankruptcy Court, amend or modify the Plan, in accordance with section
1127(b) of the Bankruptcy Code, remedy any defect or omission, or reconcile any inconsistency in the Plan in such
manner as may be necessary to carry out the purpose and intent of the Plan, subject to the limitations set forth in the
Plan and the RPSA.
(ii) Revocation or Withdrawal of Plan
Subject to the conditions and limitations set forth in the Plan and the RPSA, the Debtors reserve the right to
revoke or withdraw the Plan before the Confirmation Date and to file subsequent chapter 11 plans. If the Debtors
revoke or withdraw the Plan, or if Confirmation or the Effective Date does not occur, then: (a) the Plan will be null
and void in all respects; (b) any allowance of a Claim or any other settlement or compromise embodied in the Plan,
assumption or rejection of Executory Contracts or Unexpired Leases effected by the Plan, and any document or
agreement executed pursuant hereto will be null and void in all respects; and (c) nothing contained in the Plan shall
(1) constitute a waiver or release of any Claims, Interests, or Causes of Action, (2) prejudice in any manner the
rights of any Debtor or any other Entity, or (3) constitute an admission, acknowledgement, offer, or undertaking of
any sort by any Debtor or any other Entity.
If the Debtors revoke or withdraw the Plan (subject to the terms hereof, the Plan and the RPSA), or
if Confirmation or the Effective Date does not occur, the Debtors reserve, subject to applicable law, the right
to liquidate under Chilean law absent a consensual restructuring.
J. Effect of Confirmation of the Plan
(i) Compromise and Settlement of Claims, Interests and Controversies
Pursuant to sections 363 and 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration
for the distributions and other benefits provided pursuant to the Plan, the provisions of the Plan shall constitute a
good faith compromise of all Claims, Interests, and controversies relating to the contractual, legal, and subordination
rights that a Holder of a Claim may have with respect to any Allowed Claim or Allowed Interest or any distribution
to be made on account of such Allowed Claim or Allowed Interest. The entry of the Confirmation Order shall
constitute the Bankruptcy Courts approval of the compromise or settlement of all such Claims, Interests, and
controversies, as well as a finding by the Bankruptcy Court that such compromise or settlement is in the best
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interests of the Debtors, their Estates, and Holders of Claims and Interests, and is fair, equitable, and reasonable. In
accordance with the provisions of the Plan, pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule
9019(a), without any further notice to or action, order, or approval of the Bankruptcy Court, after the Effective Date,
the Reorganized Debtors may compromise and settle Claims against them and Causes of Action against other
Entities.
(ii) Discharge of Claims and Termination of Interests
Except as otherwise provided for in the Plan and effective as of the Effective Date: (a) the rights
afforded in the Plan and the treatment of all Claims and Interests shall be in exchange for and in complete
satisfaction, discharge, and release of all Claims and Interests of any nature whatsoever, including any
interest accrued on such Claims from and after the Petition Date, against the Debtors or any of their assets,
property, or Estates; (b) the Plan shall bind all Holders of Claims and Interests, notwithstanding whether any
such Holders failed to vote to accept or reject the Plan or voted to reject the Plan; (c) all Claims and Interests
shall be satisfied, discharged, and released in full, and the Debtors liability with respect thereto shall be
extinguished completely, including any liability of the kind specified under section 502(g) of the Bankruptcy
Code; and (d) all Entities shall be precluded from asserting against the Debtors, the Debtors Estates, the
Reorganized Debtors, their successors and assigns, and their assets and properties any other Claims or
Interests based upon any documents, instruments, or any act or omission, transaction, or other activity of any
kind or nature that occurred prior to the Effective Date.
(iii) Releases by the Debtors
Pursuant to section 1123(b) of the Bankruptcy Code, and except as otherwise expressly provided in
the Plan, for good and valuable consideration, as of the Effective Date, to the extent permitted by applicable
laws, the Released Parties are conclusively, absolutely, unconditionally, irrevocably, and forever deemed
released and discharged by the Debtors, the Reorganized Debtors, and the Estates from any and all actions,
Claims, Interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever,
whether for tort, contract, violations of federal or state securities laws and Avoidance Actions, including any
derivative Claims, asserted on behalf of the Debtors, whether known or unknown, foreseen or unforeseen,
existing or hereinafter arising, in law, equity, or otherwise, asserted or that could possibly have been asserted
on behalf of the Debtors, that the Debtors, the Reorganized Debtors, or the Estates, would have been legally
entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any
Claim or Interest or other Entity, based on or relating to, or in any manner arising from, in whole or in part,
the Debtors, the Chapter 11 Cases, the Finance Agreements (including the Senior Secured Notes, the Senior
Secured Notes Indenture and the Collateral Trust Agreement), the purchase, sale, or rescission of the
purchase or sale of any security of the Debtors or the Reorganized Debtors, the subject matter of, or the
transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or
contractual arrangements between any Debtor and any Released Party, the restructuring of Claims and
Interests prior to or in the Chapter 11 Cases, the negotiation, formulation, solicitation, or preparation of the
RPSA, the Disclosure Statement, the Plan, the Plan Supplement, or related agreements, instruments or other
documents, based in whole or in part upon any act or omission, transaction, agreement, event, or other
occurrence taking place on or before the Effective Date; provided, however, that the foregoing provisions of
Section 8.3 of the Plan shall have no effect on the liability of any of the Released Parties for gross negligence,
willful misconduct, fraud, or criminal conduct as determined by a Final Order entered by a court of
competent jurisdiction; provided further that nothing in Section 8.3 of the Plan shall release any post-
Effective Date obligations of any party under the Plan or any document, instrument, or agreement executed
to implement, or otherwise given effect under, the Plan, including the New Notes Indenture and any other
agreement or document related thereto or entered into in connection therewith, as applicable.
Entry of the Confirmation Order shall constitute the Bankruptcy Courts approval, pursuant to
Bankruptcy Rule 9019, of the release set forth in Section 8.3 of the Plan, which includes by reference each of
the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy
Courts finding that such release is: (a) in exchange for the good and valuable consideration provided by the
Released Parties; (b) a good faith settlement and compromise of the Claims released by Section 8.3 of the
Plan; (c) in the best interests of the Debtors and all Holders of Claims and Interests; (d) fair, equitable, and
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reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the
Debtors asserting any Claim or Cause of Action released by this Section 8.3 of the Plan.
(iv) Releases by Releasing Parties
As of the Effective Date, to the extent permitted by applicable law, each Releasing Party shall be
deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged
the Debtors, the Reorganized Debtors, the Estates, the Released Parties and each such Entitys successors and
assigns, current and former affiliates, subsidiaries, officers, directors, members, principals, employees,
agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and other
Professionals, solely in their respective capacities as such, and only if such Persons occupied any such
positions at any time on or after the Petition Date, from any and all Claims, Interests, obligations, rights,
liabilities, actions, causes of action, choses in action, suits, debts, demands, damages, dues, sums of money,
accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, judgments, remedies, rights of set-off, third-party claims, subrogation claims,
contribution claims, reimbursement claims, indemnity claims, counterclaims, and crossclaims (including all
claims and actions against any Entities under the Bankruptcy Code) whatsoever, whether for tort, contract,
violations of federal or state securities laws and Avoidance Actions, including any derivative Claims, asserted
on behalf of the Debtors, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising,
in law, equity, or otherwise, that such Entity asserted or that could possibly have been asserted, or would
have been legally entitled to assert (whether individually or collectively), based on or in any way relating to,
or in any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the Finance
Agreements (including the Senior Secured Notes, the Senior Secured Notes Indenture and the Collateral
Trust Agreement), the Sponsor Support Agreement, the Shareholder Pledge Agreements (solely to the extent
that such Shareholder Pledge Agreements secure the Senior Secured Notes), the purchase, sale, or rescission
of the purchase or sale of any security of the Debtors or the Reorganized Debtors, the subject matter of, or
the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or
contractual arrangements between any Debtor and any Releasing Party, the restructuring of Claims and
Section 8.4 of the Plan shall have no effect on the liability of any of the Released Parties for gross negligence,
willful misconduct, fraud, or criminal conduct as determined by a Final Order entered by a court of
competent jurisdiction; provided, further, that nothing in Section 8.4 of the Plan shall release any post-
Effective Date obligations (except Cure Claims that have not been timely filed) of any party under the Plan or
any document, instrument, or agreement executed to implement, or otherwise given effect under, the Plan.
Bankruptcy Rule 9019, of the release set forth in Section 8.4 of the Plan, which includes by reference each of
the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy
Courts finding that such release is: (a) important to the Plan; (b) in exchange for the good and valuable
consideration provided by the Debtors, the Reorganized Debtors, the Estates and the Released Parties; (b) a
good faith settlement and compromise of the Claims released by Section 8.4 of the Plan; (c) in the best
interests of the Debtors and all Holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given
and made after due notice and opportunity for hearing; and (f) a bar to any Entity granting a release under
Section 8.4 of the Plan from asserting any Claim or Cause of Action released by Section 8.4 of the Plan.
(v) Exculpation
No Exculpated Party shall have or incur, and each Exculpated Party is hereby released and
exculpated from any Exculpated Claim or any obligation, Cause of Action, or liability for any Exculpated
Claim; provided, however, that the foregoing exculpation shall have no effect on the liability of any Entity
that results from any such act or omission that is determined in a Final Order to have constituted fraud, gross
negligence, or willful misconduct; provided, further, that in all respects such Entities shall be entitled to
reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to, or in
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connection with, the Plan. The Exculpated Parties have, and upon Confirmation shall be deemed to have,
participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code with
regard to the solicitation of acceptances and rejections of the Plan and the making of distributions pursuant
to the Plan and, therefore, are not and shall not be liable at any time for the violation of any applicable, law,
rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions
made pursuant to the Plan.
(vi) Injunction
Except as otherwise provided in the Plan or for obligations issued pursuant hereto, all Entities that
have held, hold, or may hold Claims or Interests that have been released pursuant to Section 8.3 or Section
8.4 of the Plan, discharged pursuant to Section 8.2 of the Plan, or are subject to exculpation pursuant to
Section 8.5 of the Plan are permanently enjoined, from and after the Effective Date, from taking any of the
following actions against, as applicable, the Debtors, the Reorganized Debtors, the Released Parties, or the
Exculpated Parties: (a) commencing or continuing in any manner any action or other proceeding of any kind
on account of or in connection with or with respect to any such Claims or Interests; (b) enforcing, attaching,
collecting, or recovering by any manner or means any judgment, award, decree, or order against such
Entities on account of or in connection with or with respect to any such Claims or Interests; (c) creating,
perfecting, or enforcing any encumbrance of any kind against such Entities or the property or Estates of such
Entities on account of or in connection with or with respect to any such Claims or Interests; (d) asserting any
right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or
against the property or Estates of such Entities on account of or in connection with or with respect to any
such Claims or Interests unless such Holder has filed a motion requesting the right to perform such setoff on
or before the Confirmation Date; and (e) commencing or continuing in any manner any action or other
proceeding of any kind on account of or in connection with or with respect to any such Claims or Interests
released, exculpated, or settled pursuant to the Plan.
(vii) Protection Against Discriminatory Treatment
In accordance with section 525 of the Bankruptcy Code, and consistent with paragraph 2 of Article VI of
the United States Constitution, no Governmental Unit shall discriminate against any Reorganized Debtor, or any
Entity with which a Reorganized Debtor has been or is associated, solely because such Reorganized Debtor was a
Debtor under chapter 11, may have been insolvent before the commencement of the Chapter 11 Cases (or during the
Chapter 11 Cases but before such Debtor was granted or denied a discharge), or has not paid a debt that is
dischargeable in the Chapter 11 Cases.
(viii) Indemnification
On and from the Effective Date, and except as prohibited by applicable law, the Reorganized Debtors shall
assume or reinstate, as applicable, all indemnification obligations in place as of the Effective Date (whether in by-
laws, certificates of incorporation, board resolutions, contracts, or otherwise) for the current and former directors,
members, officers, managers, employees, attorneys, other professionals and agents of the Debtors; provided,
however, that such indemnification obligations shall not apply with respect to any act or omission constituting gross
negligence, willful misconduct, fraud, or criminal conduct as determined by a Final Order entered by a court of
competent jurisdiction, except to the extent of available insurance.
(ix) Recoupment
In no event shall any Holder of Claims or Interests be entitled to recoup any Claim or Interest against any
Claim, right, or Cause of Action of the Debtors or the Reorganized Debtors, as applicable, unless such Holder
actually has performed such recoupment and provided notice thereof in writing to the Debtors on or before the
Confirmation Date, notwithstanding any indication in any Proof of Claim or Interest or otherwise that such Holder
asserts, has, or intends to preserve any right of recoupment.
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(x) Release of Liens
Except (a) with respect to the Liens securing Other Secured Claims or Secured Tax Claims (depending on
the treatment of such Claims), (b) as otherwise provided in the Plan or in any contract, instrument, release, or other
agreement or document created pursuant to the Plan, or (c) with respect to mortgages, deeds of trust, Liens, pledges,
and other security interests related to the Senior Secured Notes if and to the extent that the governing documents of
such security interests purport that such security documents will secure obligations incurred as a substitution,
replacement, refunding or refinancing of the Senior Secured Notes (including the documents or security interests
provided in clauses (i) (a)-(f) of the definition of Collateral Document, the Refinancing Documents), on the
Effective Date and subject to the registration of the Liens created pursuant to the Collateral Documents with the
corresponding Chilean registries, as applicable, all mortgages, deeds of trust, Liens, pledges, or other security
interests against any property of the Estates shall be fully released and discharged, and all of the right, title, and
interest of any holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall vest and
revert to the applicable Reorganized Debtor and its successors and assigns. In addition, other than with respect to
Refinancing Documents, the Collateral Trustees shall execute and deliver all documents to evidence the release of
mortgages, deeds of trust, Liens, pledges, and other security interests related to the Senior Secured Notes and shall
authorize the Reorganized Debtors to file UCC-3 termination statements (to the extent applicable) with respect
thereto.
(xi) Reimbursement or Contribution
If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity pursuant to
section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is contingent as of the Effective
Date, such Claim shall be forever disallowed notwithstanding section 502(j) of the Bankruptcy Code, unless prior to
the Effective Date (a) such Claim has been adjudicated as noncontingent or (b) the relevant Holder of a Claim has
filed a noncontingent Proof of Claim on account of such Claim and a Final Order has been entered determining such
Claim as no longer contingent.

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IX. ANTICIPATED EVENTS OF THE CHAPTER 11 CASES
In order to facilitate the Chapter 11 Cases and minimize disruption to the Debtors operations, the Debtors
will seek certain relief, including but not limited to, the relief summarized below. The relief sought will facilitate
the administration of the Chapter 11 Cases, however, there is no guarantee that the Bankruptcy Court will grant any
or all of the requested relief.
A. Voluntary Petitions
The following entities will file chapter 11 bankruptcy petitions on the Petition Date commencing the
Chapter 11 Cases: Inversiones Alsacia S.A.; Express de Santiago Uno S.A.; Inversiones Eco Uno S.A.; and
Panamerican Investments Ltd.
B. Expected Timetable of the Chapter 11 Cases
The Debtors expect the Chapter 11 Cases to proceed quickly pursuant to the terms and timeframe set forth
in the RPSA. As described above, the Debtors have been in extensive negotiations with the Consenting Senior
Secured Noteholders to reduce their debt service burden through a prepackaged restructuring.
The Debtors cannot assure you, however, that the Bankruptcy Court will enter various orders on the
timetable anticipated by the Debtors. On the Petition Date, the Debtors will promptly request the Bankruptcy Court
to set a hearing date to approve this Disclosure Statement and to confirm the Plan approximately 35 days after the
Petition Date or as soon thereafter as the Bankruptcy Courts schedule permits. If the Plan is confirmed, the
Effective Date of the Plan is projected to be as soon as practicable after the date the Bankruptcy Court enters the
Confirmation Order and the Confirmation Order becomes a Final Order and the other conditions to Consummation
of the Plan set forth in Section 9.1 of the Plan are satisfied or waived (to the extent permitted under the Plan and
applicable law).
C. First Day Relief
The Debtors intend to present certain motions (the First Day Motions) to the Bankruptcy Court on the
Petition Date seeking relief. The First Day Motions may include, but are not necessarily limited to, the following:
(i) Approval of Solicitation Procedures and Scheduling of Confirmation Hearing
To expedite the Chapter 11 Cases, the Debtors intend to seek an immediate order setting dates for a
combined hearing to (a) approve the adequacy of this Disclosure Statement, (b) approve the procedures for the
Solicitation and (c) confirm the Plan. The Debtors will seek the earliest possible date permitted by the applicable
rules and the Bankruptcy Courts calendar for such hearing.
(ii) Cash Management System
In order to, among other things, avoid administrative inefficiencies on the Petition Date, the Debtors intend
to move the Bankruptcy Court for an order (i) approving the continued use of the existing cash management system
and (ii) granting certain other relief.
(iii) Cash Collateral
The Debtors have sufficient cash to fund the chapter 11 reorganization and ongoing operations.
Substantially all of the Debtors cash is subject to liens of the Collateral Trustees (for the benefit of the Collateral
Trustees, the Trustee and the Senior Secured Noteholders (collectively, the Senior Secured Parties)). Without
authorization to use this cash collateral, the Debtors may not be able to reorganize. Accordingly, on the Petition
Date, the Debtors intend to move the Bankruptcy Court for an order (i) authorizing the Debtors to use certain cash
collateral that is subject to liens subject to an agreed-upon budget, (ii) providing the Senior Secured Parties with
adequate protection with respect to that cash collateral and (iii) granting certain other relief. The Consenting Senior
Secured Noteholders have consented to the Debtors use of cash collateral pursuant to an agreed form of order.
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(iv) Wages
The Debtors will seek authority to pay all employees their wage Claims in the ordinary course of business.
Additionally, the Debtors intend to continue all their prepetition benefit programs. This relief will allow the Debtors
to maintain employee morale and prevent costly distractions and retention issues.
(v) Insurance
In order to prevent costly distractions to key management employees, the Debtors may seek authority to
pay certain liability, property and other insurance premiums in the ordinary course of business.
(vi) Trade Vendors and Other Unsecured Creditors
The Debtors may seek an order from the Bankruptcy Court authorizing the payment of certain claims of
vendors and certain other unsecured creditors, including certain claims that arose prior to their bankruptcy filing, as
they become due in the ordinary course of business, subject to the continuation of ordinary trade terms.
(vii) Other Procedural Motions and Professional Retention Applications
The Debtors also plan to file several procedural motions that are standard in Chapter 11 Cases, as well as
applications to retain the various Professionals who will be assisting the Debtors during these Chapter 11 Cases.
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X. PROJECTED FINANCIAL INFORMATION
The Debtors have attached their projected financial information as Exhibit C to this Disclosure
Statement. The Debtors believe that the Plan meets the feasibility requirement set forth in section 1129(a)(11) of the
Bankruptcy Code, as confirmation is not likely to be followed by liquidation or the need for further financial
reorganization of the Debtors or any successor under the Plan. In connection with the development of the Plan and
for the purposes of determining whether the Plan satisfies this feasibility standard, the Debtors management
analyzed the Debtors ability to satisfy their financial obligations while maintaining sufficient liquidity and capital
resources. The Debtors management developed a business plan and prepared financial projections (the
Projections) for the period from April 2014 through the year ending December 31, 2020 (the Projection Period).
After the date of the Disclosure Statement, the Reorganized Debtors do not intend to update or otherwise
revise the Projections to reflect circumstances existing since their preparation in May 2014 or to reflect the
occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be
in error. Furthermore, the Reorganized Debtors do not intend to update or revise the Projections to reflect changes
in general economic or industry conditions.
In connection with the planning and development of the Plan, the Projections were prepared by the
Debtors management to present the anticipated impact of the Plan. The Projections assume that the Plan will be
implemented in accordance with its stated terms. The Projections are based on forecasts of key economic variables
and may be significantly impacted by, among other factors, changes in the competitive environment, regulatory
changes and/or a variety of other factors, including those factors listed in the Plan and the Disclosure
Statement. Accordingly, the estimates and assumptions underlying the Projections are inherently uncertain and are
subject to significant business, economic and competitive uncertainties. Therefore, such Projections, estimates and
assumptions are not necessarily indicative of current values or future performance, which may be significantly less
or more favorable than set forth herein.
The Projections should be read in conjunction with the significant assumptions, qualifications and notes set
forth below and in Exhibit C.
THE DEBTORS MANAGEMENT DID NOT PREPARE SUCH PROJECTIONS TO COMPLY
WITH THE GUIDELINES FOR PROSPECTIVE FINANCIAL STATEMENTS PUBLISHED BY THE
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS AND THE RULES AND
REGULATIONS OF THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. THE
DEBTORS INDEPENDENT ACCOUNTANTS HAVE NEITHER EXAMINED NOR COMPILED THE
PROJECTIONS THAT ACCOMPANY THE DISCLOSURE STATEMENT AND, ACCORDINGLY, DO
NOT EXPRESS AN OPINION OR ANY OTHER FORM OF ASSURANCE WITH RESPECT TO THE
PROJECTIONS, ASSUME NO RESPONSIBILITY FOR THE PROJECTIONS AND DISCLAIM ANY
ASSOCIATION WITH THE PROJECTIONS. EXCEPT FOR PURPOSES OF THE DISCLOSURE
STATEMENT, THE DEBTORS DO NOT PUBLISH PROJECTIONS OF THE DEBTORS ANTICIPATED
FINANCIAL POSITION OR RESULTS OF OPERATIONS.
MOREOVER, THE PROJECTIONS CONTAIN CERTAIN STATEMENTS THAT ARE
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. THESE STATEMENTS ARE SUBJECT TO A NUMBER OF
ASSUMPTIONS, RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL
OF THE DEBTORS, INCLUDING THE IMPLEMENTATION OF THE PLAN, THE CONTINUING
AVAILABILITY OF SUFFICIENT BORROWING CAPACITY OR OTHER FINANCING TO FUND
OPERATIONS, CURRENCY EXCHANGE RATE FLUCTUATIONS, MAINTAINING GOOD
EMPLOYEE RELATIONS, EXISTING AND FUTURE GOVERNMENTAL REGULATIONS AND
ACTIONS OF GOVERNMENTAL BODIES, INDUSTRY-SPECIFIC RISK FACTORS (AS DETAILED IN
ARTICLE X OF THE DISCLOSURE STATEMENT ENTITLED RISK FACTORS), AND OTHER
MARKET AND COMPETITIVE CONDITIONS. HOLDERS OF CLAIMS AND INTERESTS ARE
CAUTIONED THAT THE FORWARD-LOOKING STATEMENTS SPEAK AS OF THE DATE MADE
AND ARE NOT GUARANTEES OF FUTURE PERFORMANCE. ACTUAL RESULTS OR
DEVELOPMENTS MAY DIFFER MATERIALLY FROM THE EXPECTATIONS EXPRESSED OR
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IMPLIED IN THE FORWARD-LOOKING STATEMENTS, AND THE DEBTORS UNDERTAKE NO
OBLIGATION TO UPDATE ANY SUCH STATEMENTS.
THE PROJECTIONS, WHILE PRESENTED WITH NUMERICAL SPECIFICITY, ARE
NECESSARILY BASED ON A VARIETY OF ESTIMATES AND ASSUMPTIONS THAT, THOUGH
CONSIDERED REASONABLE BY THE DEBTORS, MAY NOT BE REALIZED AND ARE
INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC, COMPETITIVE, INDUSTRY,
REGULATORY, MARKET AND FINANCIAL UNCERTAINTIES AND CONTINGENCIES, MANY OF
WHICH ARE BEYOND THE REORGANIZED DEBTORS CONTROL. THE DEBTORS CAUTION
THAT NO REPRESENTATIONS CAN BE MADE OR ARE MADE AS TO THE ACCURACY OF THE
PROJECTIONS OR TO THE REORGANIZED DEBTORS ABILITY TO ACHIEVE THE PROJECTED
RESULTS. SOME ASSUMPTIONS INEVITABLY WILL BE INCORRECT. MOREOVER, EVENTS
AND CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE DATE ON WHICH THE DEBTORS
PREPARED THESE PROJECTIONS MAY BE DIFFERENT FROM THOSE ASSUMED, OR,
ALTERNATIVELY, MAY HAVE BEEN UNANTICIPATED, AND THUS THE OCCURRENCE OF
THESE EVENTS MAY AFFECT FINANCIAL RESULTS IN A MATERIALLY ADVERSE OR
MATERIALLY BENEFICIAL MANNER. EXCEPT AS OTHERWISE PROVIDED IN THE PLAN OR
DISCLOSURE STATEMENT, THE DEBTORS AND REORGANIZED DEBTORS, AS APPLICABLE, DO
NOT INTEND AND UNDERTAKE NO OBLIGATION TO UPDATE OR OTHERWISE REVISE THE
PROJECTIONS TO REFLECT EVENTS OR CIRCUMSTANCES EXISTING OR ARISING AFTER THE
DATE THE DISCLOSURE STATEMENT IS INITIALLY FILED OR TO REFLECT THE OCCURRENCE
OF UNANTICIPATED EVENTS. THEREFORE, THE PROJECTIONS MAY NOT BE RELIED UPON AS
A GUARANTY OR OTHER ASSURANCE OF THE ACTUAL RESULTS THAT WILL OCCUR. IN
DECIDING WHETHER TO VOTE TO ACCEPT OR REJECT THE PLAN, HOLDERS OF CLAIMS
MUST MAKE THEIR OWN DETERMINATIONS AS TO THE REASONABLENESS OF SUCH
ASSUMPTIONS AND THE RELIABILITY OF THE PROJECTIONS AND SHOULD CONSULT WITH
THEIR OWN ADVISORS.
The Debtors make statements in this Disclosure Statement that are considered forward-looking statements
under the federal securities laws. Statements concerning these and other matters are not guarantees of the Debtors
future performance. Such forward-looking statements represent the Debtors estimates and assumptions only as of
the date such statements were made and involve known and unknown risks, uncertainties and other unknown factors
that could impact the Debtors restructuring plans or cause the actual results of the Debtors to be materially different
from the historical results or from any future results expressed or implied by such forward-looking statements. In
addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider
statements labeled with the terms believes, belief, expects, intends, anticipates, plans, or similar terms
to be uncertain and forward-looking. There can be no assurance that the restructuring transaction described herein
will be consummated. Creditors and other interested parties should see the section entitled Risk Factors of this
Reorganized Debtors. The Debtors consider all statements regarding anticipated or future matters, including the
following, to be forward-looking statements:
any future effects as a result of the pendency of the
Chapter 11 Cases;
the Debtors expected future financial position,
liquidity, results of operations, profitability, and
cash flows;
competitive position;
business strategy;
budgets;
projected cost reductions;
disruption of operations;
plans and objectives of management for future
operations;
contractual obligations;
projected price increases;
projected general market conditions;
benefits from new technology; and
effect of changes in accounting due to recently
issued accounting standards.
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projected and estimated liability costs;
The Projections should be read in conjunction with the assumptions, qualifications, and explanations set
forth in this Disclosure Statement and the Plan.
Creditors and other interested parties should see the following section entitled Risk Factors of this
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XI. RISK FACTORS
There are risks, uncertainties and other important factors that could cause the Debtors actual performance
or achievements to be materially different from those they may project and the Debtors undertake no obligation to
update any such statement. These risks, uncertainties and factors include:
the Debtors ability to develop, confirm and
consummate the Plan;
the Debtors ability to reduce their overall financial
leverage;
the potential adverse impact of the Chapter 11
Cases on the Debtors operations, management, and
employees, and the risks associated with operating
businesses in the Chapter 11 Cases;
the applicable Debtors ability to comply with the
terms of the New Notes;
supplier, customer, employee and union response to
the Chapter 11 Cases;
inability to have claims discharged/settled during
the chapter 11 proceedings;
general economic, business, and market conditions;
interest rate fluctuations;
exposure to litigation;
higher than expected maintenance costs of Alsacia
or Express;
uncertainty related to the continuation of the
Debtors current Concession Agreements and the
Debtors ability to secure new concessions if
desired;
uncertainty related to the Debtors ability to secure
regulatory consent for continuation of current
concessions in the event of a transfer of ownership;
dependence upon key personnel;
the Debtors ability to generate sufficient revenues
or cash flow to meet their operating needs or other
obligations;
financial conditions of the Debtors customers;
adverse tax changes;
the devaluation of the Chilean Peso relative to the
U.S. dollar;
high levels of inflation in Chile relative to the
United States;
limited access to capital resources;
changes in laws and regulations;
inability to implement business plan;
deterioration of relationship with employee unions;
unanticipated changes to concession agreements;
and
significant existing and future competition.
PRIOR TO VOTING TO ACCEPT OR REJECT THE PLAN, ALL HOLDERS OF CLAIMS AND
INTERESTS THAT ARE IMPAIRED SHOULD READ AND CAREFULLY CONSIDER THE FACTORS
SET FORTH HEREIN, AS WELL AS ALL OTHER INFORMATION SET FORTH OR OTHERWISE
REFERENCED IN THIS DISCLOSURE STATEMENT.
ALTHOUGH THESE RISK FACTORS ARE MANY, THESE FACTORS SHOULD NOT BE
REGARDED AS CONSTITUTING THE ONLY RISKS PRESENT IN CONNECTION WITH THE
DEBTORS BUSINESSES OR THE PLAN AND ITS IMPLEMENTATION.
A. Risks Relating to the Plan Solicitation and Confirmation
The Debtors may fail to satisfy vote requirements to confirm the Plan.
If votes are received in number and amount sufficient to enable the Bankruptcy Court to confirm the Plan,
the Debtors may seek, as promptly as practicable thereafter, Confirmation. If the Plan does not receive the required
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support from Classes 1A-4A, the Debtors may elect to seek Confirmation regardless of the rejection by amending
the Plan or seeking to confirm an alternative chapter 11 plan, in each case subject to the terms and conditions of the
RPSA. There can be no assurance that the terms of any such alternative chapter 11 plan would be similar or as
favorable to the Holders of Allowed Claims and Allowed Interests as those proposed in the Plan.
If the Debtors are not able to confirm the Plan or an alternative chapter 11 plan, there is substantial doubt
that the Debtors will be able to generate the necessary cash to continue operations. As a result, the Debtors may be
required to file for liquidation (quiebra) in Chile. See The Bankruptcy Court may not confirm the Plan and If the
solicitation is not successful, the Plan is not confirmed or the restructuring is not consummated, the Debtors face a
substantial risk of Chilean liquidation proceedings and the resulting suspension or termination of all or a portion of
the Debtors businesses under the Concession Agreements.
The Debtors may fail to satisfy solicitation requirements.
The solicitation of votes by the Debtors to accept the Plan is subject to several requirements under
applicable bankruptcy law. If the Bankruptcy Court does not find that the Debtors solicitation complied with such
requirements, confirmation of the Plan could be denied.
Section 1126(b) of the U.S. Bankruptcy Code and Bankruptcy Rule 3018(b) require that:
the plan of reorganization be transmitted to substantially all creditors and other interest holders
entitled to vote;
the time prescribed for voting is not unreasonably short; and
the solicitation of votes is in compliance with any applicable non-bankruptcy law, rule or
regulation governing the adequacy of disclosure in such solicitation or, if no such law, rule or
regulation exists, votes be solicited only after the disclosure of adequate information. Section
1125(a)(1) of the U.S. Bankruptcy Code describes adequate information as information of a kind
and in sufficient detail as would enable a hypothetical reasonable investor typical of holders of
claims and interests to make an informed judgment about the plan.
To satisfy the requirements of section 1126(b) of the Bankruptcy Code and Bankruptcy Rule 3018(b), the
Debtors intend to deliver this Disclosure Statement to all Holders of Allowed Senior Secured Notes Claims as of the
Voting Record Date. In that regard, the Debtors believe that the solicitation of votes to accept or reject the Plan is
proper under applicable non-bankruptcy law, rules and regulations. The Debtors cannot be certain, however, that
the solicitation of acceptances or rejections will be approved by the Bankruptcy Court. If such approval is not
obtained, the confirmation of the Plan could be denied. See The Bankruptcy Court may not confirm the Plan.
If the original solicitation by the Debtors is not successful, the Debtors may opt to resolicit.
If the Bankruptcy Court were to conclude that the Debtors did not satisfy the solicitation requirements, then
the Debtors may seek to resolicit votes to accept or reject the Plan or to solicit votes to accept or reject the Plan from
one or more Classes that were not previously solicited. Typically, this process involves a 60- to 90-day period and
includes a court hearing for the required approval of disclosure statement(s), followed (after bankruptcy court
approval) by another solicitation of claim and interest holder votes for the plan of reorganization, followed by a
confirmation hearing where the bankruptcy court will determine whether the requirements for confirmation have
been satisfied, including the requisite claim and interest holder acceptances. The Debtors cannot provide any
assurances that such a resolicitation would be successful. In addition, confirmation of the Plan could be delayed and
possibly jeopardized as a result. Furthermore, if the Confirmation Date or Effective Date is significantly delayed,
there is a risk that the RPSA may expire or be terminated in accordance with its terms. See The Consenting Senior
Secured Noteholders support for the Plan is subject to the terms and conditions of the RPSA. The need to
undertake a resolicitation or any other delay in the Confirmation Date or Effective Date may also result in a
deterioration in the Debtors relationships with trade vendors or holders of other indebtedness and could affect the
Debtors ability to continue operations in Chile. See If the solicitation is not successful, the Plan is not confirmed
or the restructuring is not consummated, the Debtors face a substantial risk of Chilean liquidation proceedings and
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the resulting suspension or termination of all or a portion of the Debtors businesses under the Concession
Agreements.
Holders of Claims or Interests may object to, and the Bankruptcy Court may disagree with, the Plans
classification of Claims and Interests.
Section 1122 of the Bankruptcy Code provides that a plan may place a claim or an interest in a particular
class only if such claim or interest is substantially similar to the other claims or interests in such class. The Debtors
believe that the classification of the Claims and Interests under the Plan complies with the requirements set forth in
the Bankruptcy Code because the Debtors created Classes of Claims and Interests, each encompassing Claims or
Interests, as applicable, that are substantially similar to the other Claims and Interests in each such Class. However,
a Holder of a Claim or Interest could challenge the Debtors classification. In such an event, the cost of the Chapter
11 Cases and the time needed to confirm the Plan may increase, and, there can be no assurance that the Bankruptcy
Court will agree with the Debtors classification. If the Bankruptcy Court agrees with the objection to the Plans
classification of Claims and Interests, the Debtors may be required to modify the Plan, which could require re-
solicitation of votes on the Plan. In addition, the Plan may not be confirmed if the Bankruptcy Court determines that
the Debtors classification of Claims and Interests is not appropriate. See The Bankruptcy Court may not confirm
the Plan.
The Bankruptcy Court may not confirm the Plan.
In the event that votes are received in number and amount sufficient to enable the Bankruptcy Court to
confirm the Plan, the Debtors intend to seek Confirmation of the Plan by the Bankruptcy Court. However, even if
the requisite votes are received, the Bankruptcy Court is not obligated to confirm the Plan as proposed. In addition,
a dissenting Holder of a Claim against the Debtors could challenge the balloting procedures as not being in
compliance with the Bankruptcy Code, which could mean that the balloting results may be invalid. Even if the
Bankruptcy Court determined that the balloting procedures were appropriate and the results were valid, the
Bankruptcy Court could still decline to confirm the Plan, if the Bankruptcy Court found that any of the statutory
requirements for confirmation had not been met. Section 1129 of the Bankruptcy Code, which sets forth the
requirements for confirmation of a plan of reorganization, requires, among other things, a finding by the Bankruptcy
Court that the plan of reorganization is feasible, that all claims and interests have been classified in compliance
with the provisions of section 1122 of the Bankruptcy Code and that, under the plan of reorganization, each holder
of a claim or interest within each impaired class either accepts the plan of reorganization or receives or retains cash
or property of a value, as of the date the plan of reorganization becomes effective, that is not less than the value such
holder would receive or retain if the debtor were liquidated under chapter 7 of the Bankruptcy Code. There can be
no assurance that the Bankruptcy Court will conclude that the feasibility test and other requirements of sections
1122, 1123, 1129 and the other applicable provisions of the Bankruptcy Code have been met with respect to the
Plan. In addition, the Bankruptcy Court may decline to accept the Debtors petition based on jurisdictional or venue
grounds, which would also result in the Debtors not being able to obtain Confirmation of the Plan. See The
Debtors may fail to satisfy solicitation requirements and Holders of Claims or Interests may object to, and the
Bankruptcy Court may disagree with, the Plans classification of Claims and Interests.
If the Plan is not confirmed by the Bankruptcy Court, (a) the Debtors may not be able to reorganize their
businesses, (b) the distributions that Holders of Claims ultimately would receive, if any, with respect to their Claims
is uncertain, (c) there is no assurance that the Debtors will be able to successfully develop, prosecute, confirm and
consummate an alternative plan that will be acceptable to the Bankruptcy Court and the Holders of Claims, (d) there
can be no assurance that any Chapter 11 Cases would continue rather than be converted into liquidation cases under
chapter 7 of the Bankruptcy Code and (e) the Debtors may be required to liquidate their entire operations through a
liquidation process in Chile. It is also possible that third parties may seek and obtain approval from the Bankruptcy
Court to terminate or shorten the exclusivity period during which only the Debtors may propose and confirm a plan
of reorganization. If a liquidation or protracted reorganization of the Debtors Estates were to occur, under either
the Bankruptcy Code or through a Chilean liquidation proceeding, there is a substantial risk that the Debtors going
concern value would be substantially eroded to the detriment of all stakeholders. See If the solicitation is not
successful, the Plan is not confirmed or the restructuring is not consummated, the Debtors face a substantial risk of
Chilean liquidation proceedings and the resulting suspension or termination of all or a portion of the Debtors
businesses under the Concession Agreements.
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The Debtors may seek to amend, waive, modify or withdraw the Plan at any time prior to Confirmation.
The Debtors reserve the right, prior to the Confirmation of the Plan or substantial Consummation thereof,
subject to the provisions of section 1127 of the Bankruptcy Code and applicable law and the RPSA, and, as provided
in the RPSA, with the prior written consent of the Requisite Consenting Senior Secured Noteholders, to amend the
terms of the Plan or waive any conditions thereto if and to the extent such amendments or waivers are necessary or
desirable to consummate the Plan. The potential impact of any such amendment or waiver on the Holders of Claims
and Interests cannot presently be foreseen but may include a change in the economic impact of the Plan on some or
all of the proposed Classes or a change in the relative rights of such Classes. Holders of Claims and Interests will
receive notice of such amendments or waivers as required by applicable law and the Bankruptcy Court. If, after
receiving sufficient acceptances, but prior to Confirmation of the Plan, the Debtors seek to modify the Plan, subject
to the terms of the RPSA and, as provided in the RPSA, with the prior written consent of the Requisite Consenting
Senior Secured Noteholders, the previously solicited acceptances will be valid only if (a) all classes of adversely
affected creditors and interest holders accept the modification in writing, or (b) the Bankruptcy Court determines,
after notice to designated parties, that such modification was de minimis or purely technical or otherwise did not
adversely change the treatment of Holders of accepting Claims and Interests or is otherwise permitted by the
Bankruptcy Code.
Other parties in interest might be permitted to propose alternative plans of reorganization that may be
less favorable to certain of the Debtors constituencies than the Plan.
Other parties in interest could seek authority from the Bankruptcy Court to propose an alternative plan of
reorganization to the Plan. Under the Bankruptcy Code, a debtor-in-possession initially has the exclusive right to
propose and solicit acceptances of a plan of reorganization for a period of 120 days from filing. However, such
exclusivity period can be reduced or terminated upon an order of the Bankruptcy Court. If such an order were to be
entered, other parties in interest would then have the opportunity to propose alternative plans of reorganization.
If other parties in interest were to propose an alternative plan of reorganization following expiration or
termination of the Debtors exclusivity period, such a plan may be less favorable to existing Holders of Claims and
Interests and may seek to exclude these holders from retaining any equity under their plan. Alternative plans of
reorganization also may treat less favorably the Claims of a number of other constituencies, including Holders of the
Senior Secured Notes Claims, the Debtors employees and the Debtors trading partners and customers. The
Debtors consider maintaining relationships with their senior secured creditors, common stockholders, employees
and trading partners and customers as critical to maintaining the value of the Reorganized Debtors following the
Effective Date, and have sought to treat those constituencies accordingly. However, proponents of alternative plans
of reorganization may not share the Debtors assessments and may seek to impair the Claims of such constituencies
to a greater degree. If there were competing plans of reorganization, the Chapter 11 Cases likely would become
longer, more complicated and much more expensive. In addition, there would be a greater likelihood that the
Debtors would be required to file for liquidation of their operations in Chile. See If the solicitation is not
successful, the Plan is not confirmed or the restructuring is not consummated, the Debtors face a substantial risk of
Chilean liquidation proceedings and the resulting suspension or termination of all or a portion of the Debtors
businesses under the Concession Agreements.
The Debtors may be unsuccessful in obtaining orders to permit them to pay their key suppliers and their
employees, or to continue to provide service as expected by their customers in the ordinary course of business.
The Debtors have tried to address potential concerns of their key customers, vendors, employees and other
key parties in interest that might arise from the filing of the Plan through a variety of provisions incorporated into or
contemplated by the Plan, including the Debtors intention to seek appropriate court orders to permit the Debtors to
pay their prepetition and postpetition accounts payable to parties in interest in the ordinary course. However, there
can be no guarantee that the Debtors will be successful in obtaining the necessary approvals of the Bankruptcy Court
for such arrangements or for every party in interest the Debtors may seek to treat in this manner, and, as a result, the
Debtors businesses might suffer.
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The Debtors businesses may be negatively affected if the Debtors are unable to assume their executory
contracts.
An executory contract is a contract on which performance remains due to some extent by both parties to the
contract. The Plan provides for the assumption of all Executory Contracts and Unexpired Leases, unless designated
on a schedule of rejected contracts. The Debtors intend to preserve as much of the benefit of their existing contracts
and leases as possible. However, with respect to some limited classes of Executory Contracts, the Debtors may need
to obtain the consent of the counterparty to maintain the benefit of the contract. There is no guarantee that such
consent either would be forthcoming or that conditions would not be attached to any such consent that makes
assuming the contracts unattractive. The Debtors then would be required to either forgo the benefits offered by such
contracts or to find alternative arrangements to replace them.
Distributions under the Plan will not be made prior to Consummation and may be delayed due to appeal.
The Debtors estimate that the process of obtaining Confirmation will last approximately 35 days from the
date of the commencement of the Chapter 11 Cases and, although some prepackaged cases have been confirmed in
less than 35 days, this period could be significantly longer. Unless the condition precedent to the Effective Date that
the Confirmation Order has become a Final Order has been waived in accordance with the terms of the Plan, the
distribution will be delayed for a minimum of 15 days following the entry of an order confirming the Plan to permit
the appeals period to run. The distribution may be delayed for a substantially longer period if an appeal of the
confirmation order is filed.
In addition, Holders of Senior Secured Notes Claims will be required to deliver their Senior Secured Notes
and a Letter of Transmittal to be able to receive the New Notes or the Non-Qualified Holder Distribution, as
applicable. Holders of Senior Secured Notes Claims will have to: (i) on or before the Distribution Election
Deadline, surrender their Senior Secured Notes by completing the Book-Entry Confirmation procedure or (ii) after
the Distribution Election Deadline, return a completed Letter of Transmittal. This process may further delay the
receipt of proceeds.
The conditions precedent to the Effective Date of the Plan may not occur.
As more fully set forth in the Plan, the Effective Date is subject to a number of conditions precedent. If
such conditions precedent are not met or waived, the Effective Date will not take place. If the Effective Date does
not take place, the Debtors may not be able to restructure their operations and may be required to liquidate their
operations. See If the solicitation is not successful, the Plan is not confirmed or the restructuring is not
consummated, the Debtors face a substantial risk of Chilean liquidation proceedings and the resulting suspension or
termination of all or a portion of the Debtors businesses under the Concession Agreements.
The Debtors emergence from chapter 11 is not assured.
While the Debtors expect to emerge from chapter 11, there can be no assurance that the Debtors will
successfully reorganize or when this reorganization will occur, irrespective of the Debtors obtaining Confirmation
of the Plan. Any significant delay in emerging from chapter 11 or in the Consummation of the reorganization will
increase the risk that the Debtors will nonetheless be unable to continue operations in Chile. See If the solicitation
is not successful, the Plan is not confirmed or the restructuring is not consummated, the Debtors face a substantial
risk of Chilean liquidation proceedings and the resulting suspension or termination of all or a portion of the Debtors
businesses under the Concessions.
The Consenting Senior Secured Noteholders support for the Plan is subject to the terms and conditions
of the RPSA.
Subject to the terms and conditions of the RPSA, the Consenting Senior Secured Noteholders have agreed
to vote in favor of the Plan and support the Debtors Chapter 11 Cases and the Confirmation and Consummation of
the Plan. However, if the Chapter 11 Cases last longer than permitted under the RPSA or the Plan, there is a breach
by any of the Debtors of the representations and warranties in the RPSA or upon the occurrence of another
termination event under the RPSA, the Concession Agreements are terminated by the MTT or certain other
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documents are modified in a manner not permitted under the RPSA or upon the occurrence of another termination
event under the RPSA, the RPSA may terminate. If the RPSA terminates pursuant to its terms, any votes in favor of
the Plan submitted by the Consenting Senior Secured Noteholders will be deemed to be null and void and will not be
considered or otherwise used in connection with the Plan. If that occurs, the Debtors may no longer have the
support required under section 1126 of the Bankruptcy Code to proceed to Confirmation.
If the solicitation is not successful, the Plan is not confirmed or the restructuring is not consummated,
the Debtors face a substantial risk of Chilean liquidation proceedings and the resulting suspension or
termination of all or a portion of the Debtors businesses under the Concession Agreements.
If the Debtors are unable to consummate a restructuring by means of the Plan, there is substantial doubt that
the Debtors will be able to generate sufficient cash flows to service their existing obligations under the Senior
Secured Notes or to continue as going concerns. As a result of the Debtors default on their obligations under the
Senior Secured Notes, some or all of the Debtors creditors may attempt to take legal action against the Debtors,
including through instituting a liquidation proceeding in Chile. See Even if the requisite number and amount of
Holders of Claims and Interests vote to accept the Plan and the Bankruptcy Court confirms the Plan, Holders of
Claims and Interests who are not subject to the jurisdiction of a U.S. court may try to force the Debtors into a
Chilean liquidation proceeding. In addition, the Debtors may opt to institute a voluntary liquidation proceeding in
Chile under Chilean law. In any such liquidation proceedings, the Debtors cannot predict the duration thereof or the
ability of the Debtors or the Senior Secured Noteholders to influence the outcome of such proceedings. A
liquidation proceeding is likely to result in significant changes to the Debtors existing obligations, including the
Senior Secured Notes, which could include the cancellation or restructuring of all or part of those obligations.
During the pendency of any such liquidation proceeding, the ability of the Debtors to operate or manage their
businesses, to retain employees, to maintain their existing commercial relationship with the Chilean Government, to
continue to collect payments for their services or to obtain any type of funding or financing would likely be
materially adversely affected. Moreover, in the event of a Chilean liquidation, the Concession Agreements may be
subject to termination. See The Concession Agreements are subject to possible revocation or termination in the
event of a Chilean liquidation proceeding. In the opinion of the Debtors, the recovery that would be received by
holders of the Senior Secured Notes in a liquidation scenario would very likely be materially less than they would
receive under the Plan. See the Liquidation Analysis attached as Exhibit D to this Disclosure Statement.
Even if the requisite number and amount of Holders of Claims and Interests vote to accept the Plan and
the Bankruptcy Court confirms the Plan, Holders of Claims and Interests who are not subject to the jurisdiction
of a U.S. court may try to force the Debtors into a Chilean liquidation proceeding or take other adverse actions.
If the Debtors meet the statutory conditions for an involuntary Chilean bankruptcy proceeding, a Holder of
a Claim or Interest who is not a U.S. citizen and who does not have a significant presence or significant assets in the
U.S. may attempt to force the Debtors into a Chilean liquidation proceeding during the Chapter 11 Cases. Were that
to occur, the Debtors may be unable to prevent a Chilean court from forcing the Debtors into such a proceeding.
The Debtors cannot predict the duration or outcome of a Chilean liquidation proceeding or the ability of the Debtors
or the Holders of Senior Secured Note Claims to influence the outcome of such proceedings. If the Debtors are
forced to submit to a Chilean liquidation proceeding, the restructuring through the Plan will very likely not be
implemented and the liquidation of the Debtors operations will likely occur. See the Liquidation Analysis attached
as Exhibit D to this Disclosure Statement.
Chilean reorganization laws may not be as favorable to holders of Claims and Interests as U.S.
insolvency and bankruptcy laws.
The bankruptcy laws of Chile currently in effect are significantly different from, and may be less favorable
to creditors than, those of certain other jurisdictions. Particularly, these differences pertain to the voting rights of
creditors, the priority of creditor claims and debts expressed in foreign currency, given that creditors may be
obligated to receive Chilean pesos in satisfaction of such debts.
Under both the current and the new bankruptcy law, significant uncertainties are inherent in a Chilean
bankruptcy proceeding that may result in further delays that could adversely impact the value of the Debtors
businesses and their collateral. Delays in proceedings, the inadequacy of available remedies and the inability of the
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receiver to exercise available remedies could result in a substantial deterioration of the Debtors businesses and their
collateral during the pendency of any such proceeding.
It is difficult to predict whether creditors of the Debtors would be subject to greater risks in a liquidation
proceeding under Chilean law than under the U.S. Bankruptcy Code.
In the event of liquidation, dissolution, reorganization, bankruptcy or any similar proceeding, secured
creditors will have claims that have priority over claims of the holders of the claims with respect to the assets
securing those obligations. However, those assets may not be enough to pay the amounts due under the claims.
Accordingly, in the event of liquidation, dissolution, reorganization, bankruptcy or any similar proceeding, there
may not be sufficient funds remaining to pay amounts due on all or any of the notes and the note guarantees.
Whether specific creditors recoveries would be worse under a Chilean liquidation or a U.S. proceeding cannot be
determined with certainty. Please also see Impediments exist to any foreclosure on the Collateral, which may
adversely affect the proceeds of any foreclosure.

The effects of a U.S. bankruptcy on agreements between the Debtors and third parties upon
commencement of the Chapter 11 Cases is uncertain.
Certain of the agreements between the Debtors and various third parties, including the Concession
Agreements, permit the termination of such agreements if the relevant Debtor party becomes the subject of a judicial
declaration of bankruptcy or insolvency. Although such so-called ipso facto provisions are generally unenforceable
under section 365(b)(2) of the Bankruptcy Code when a debtor is in chapter 11, no assurance can be given that
Chilean courts would prohibit a third party from terminating a contract pursuant to such ipso facto clauses in Chile.
Therefore, the Debtors can give no assurance that some of the Debtors agreements would not be terminated as a
result of the commencement of the Debtors Chapter 11 Cases.
The Concession Agreements are subject to possible revocation or termination in the event of a Chilean
liquidation proceeding.
The Concession Agreements contain provisions enabling the Chilean Government to terminate the
Concession Agreements upon the judicial declaration of either bankruptcy or insolvency of the concessionaire. If
the Debtors are unable to consummate their restructuring through the Chapter 11 Cases and are forced to liquidate
their operations before a U.S. or Chilean court as a result, there is a substantial risk that the provisions enabling the
Chilean Government to terminate the Concession Agreements will be triggered. If the Concession Agreements are
terminated, the Debtors will be unable to continue their operations in Chile. See The Concession Agreements can
be terminated prior to expiration by the Chilean Government in certain circumstances, including upon a judicial
declaration of bankruptcy or insolvency of Alsacia or Express. There can be no assurance that the Chilean
Government will not seek to terminate the Concession Agreements based on the commencement of a Chilean
liquidation proceeding or the liquidation of the Debtor in a U.S. proceeding, or that the Debtors would be able to
successfully contest such termination. Moreover, according to Law No. 18,696, where required for reasons of public
interest, the President of the Republic of Chile may also terminate the Concession Agreements even though a
provision permitting such termination has not been triggered.
B. Risks Related to the Debtors and Reorganized Debtors Businesses
The Debtors have a history of substantial losses and expect to incur future losses.
The Debtors have not achieved profitability since 2009 (Express) and 2010 (Alsacia), respectively; Alsacia
and Express each incurred a net loss of CLP$16,554 million (approximately US$33.5 million) and CLP$7,449
million (approximately US$15.0 million), respectively, in 2013. In 2013, the EBITDA of the Concessionaires was
CLP$9,946 million (approximately US$20.1 million) and CLP$19,399 million (approximately US$39.2 million),
respectively. See The Chilean Government and the MTT have the authority to make certain changes to the services
provided by the Concessionaires and the measurement of their performance under the Concession Agreements,
Passenger revenue and volume depend on factors beyond the Debtors control, and Rising levels of fare evasion
may continue to have an adverse effect on the Debtors results of operations. The Debtors EBITDA depends
substantially on factors beyond the Debtors control, principally including factors influencing passenger revenue and
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volume such as fare rates, alternate modes of transportation and macro-economic trends, among others. See
Passenger revenue and volume depend on factors beyond the Debtors control. The Debtors are uncertain as to
when they will record positive EBITDA in the future. Any delay or failure to achieve positive EBITDA would
adversely impact the Debtors ability to pay interest and principal on the New Notes, service the Debtors other
indebtedness and fund operations.
The Plan may have a material adverse effect on the Debtors operations.
The Plan or any subsequent commencement of a U.S. or Chilean liquidation proceeding could adversely
affect the relationships between the Debtors and their customers, their employees, the Chilean Government and the
MTT. There is a risk, due to uncertainty about the Debtors future, that employees could be distracted from
performance of their duties or more easily attracted to other career opportunities, employees may strike and unions
may demand more favorable terms in future collective bargaining agreement negotiations, vandalism may increase,
fare evasion may increase further and that parties with whom the Debtors have contractual relationships could
terminate their relationship with the Debtors or require financial assurances or enhanced performance. In addition,
bankruptcy cases are often viewed much more negatively in Chile than in the U.S., primarily because very few
companies of a significant size have successfully emerged from a Chilean reorganization proceeding. During the
pendency of the U.S. bankruptcy case and after the U.S. prepackaged plan is confirmed, there could be a negative
perception associated with the Concessionaires that could negatively impact the Debtors ongoing relationships with
their ordinary course suppliers, employees and customers, decrease the likelihood of the Chilean Government
granting the Debtors the rights to additional bus routes in the future and impair the Debtors ability to acquire new
concessions or negotiate favorable terms with respect to current or future concessions, any of which could adversely
affect the Debtors businesses and results of operations.
Indebtedness may adversely affect the Reorganized Debtors operations and financial condition.
As of March 31, 2014, the Debtors had a consolidated indebtedness of approximately CLP$212,859 million
(approximately US$386.2 million), or CLP$210,928 and CLP$1,931 million for each of Alsacia and Express
(approximately US$382.7 million and US$3.5 million, respectively). According to the terms and conditions of the
Plan, upon the Effective Date, the Reorganized Debtors will have outstanding indebtedness of approximately
US$364.4 million (subject to reduction for Non-Qualified Holder Distributions as described under the Plan) under
the New Notes. Also, as of March 31, 2014, the Debtors had US$11.8 million and US$6.9 million under each of the
Bus Terminal Loan and the Volvo Deferred Payment Arrangement. The Reorganized Debtors ability to service
their debt obligations will depend, among other things, upon their future operating performance. These factors
depend partly on economic, financial, competitive and other factors beyond the Reorganized Debtors control. The
Reorganized Debtors may not be able to generate sufficient cash from operations to meet their debt service
obligations as well as fund necessary capital expenditures and investments in sales and marketing. In addition, if the
Reorganized Debtors need to refinance their debt, obtain additional financing or sell assets or equity, they may not
be able to do so on commercially reasonable terms, if at all.
Further, the level of the Debtors indebtedness has had, and the level of the Restructured Debtors
indebtedness may continue to have, important consequences. For example, in the future, the level of the
Restructured Debtors indebtedness may:
require the Reorganized Debtors to dedicate a substantial portion of their cash flow from operations to debt
service payments, reducing the funds available for working capital, capital expenditures (which is an
integral part of their business), acquisitions and other general corporate purposes;
make it more difficult for the Reorganized Debtors to satisfy their obligations with respect to their
indebtedness;
increase the Reorganized Debtors vulnerability to general, region-specific and industry-specific adverse
economic conditions;
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limit the Restructured Debtors flexibility in planning for, or reacting to, competitive and other changes in
the Debtors businesses and industry;
place the Reorganized Debtors at a competitive disadvantage compared to their competitors that have less
debt and greater operating and financing flexibility than the Reorganized Debtors;
limit the Reorganized Debtors ability to take advantage of opportunities for acquisitions (including the
acquisition of assets) and other business combinations; and
limit the Reorganized Debtors ability to obtain additional financing or obtain it on commercially
reasonable terms, to fund future working capital, capital expenditures, acquisitions or other general
corporate requirements and increasing cost of borrowing.
The Reorganized Debtors may incur additional debt in the future, to the extent permitted under the New
Notes Indenture. If current debt amounts increase, the related risks that the Reorganized Debtors face, including the
consequences outlined above, will intensify.
The New Notes Indenture and the terms of the Debtors other indebtedness impose significant operating
and financial restrictions, which may prevent the Reorganized Debtors from capitalizing on business
opportunities.
The New Notes Indenture will contain certain operating and financial restrictions and covenants that may
restrict the Reorganized Debtors ability to finance their future operations or capital needs, to respond to changing
business and economic conditions, or to engage in certain transactions or business activities that may be important to
the Reorganized Debtors strategy, necessary to remain competitive or otherwise important to the Reorganized
Debtors. The New Notes Indenture restricts, among other things, the Reorganized Debtors ability to:
incur additional indebtedness;
pay dividends or make other distributions on the Reorganized Debtors capital stock or repurchase the
Reorganized Debtors capital stock or subordinated indebtedness;
make investments, including capital expenditures, or other specified restricted payments;
create liens;
enter into mergers, consolidations, sales of substantially all of the Reorganized Debtors assets and
other forms of business combinations;
enter into change of control transactions;
sell assets and subsidiary stock; and
enter into certain transactions with affiliates.
If the Reorganized Debtors do not comply with these restrictions, they could be in default despite their
ability to service their indebtedness. If there were an event of default under the New Notes Indenture, Holders of the
New Notes could demand immediate payment of the aggregate principal amount and accrued interest on the
outstanding New Notes. This could lead to the Reorganized Debtors inability to pay their obligations or to their
reorganization or bankruptcy for the benefit of their creditors. Any additional financings the Reorganized Debtors
may obtain in the future would most likely contain similar or more restrictive covenants.
The terms of New Notes Indenture that will restrict the Reorganized Debtors and their restricted
subsidiaries from incurring additional indebtedness are subject to certain exceptions and qualifications, including
exceptions allowing them to incur capital lease, financing and purchase money obligations, and additional
indebtedness, subject to certain limitations. If the Reorganized Debtors incur additional indebtedness to finance
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working capital, capital expenditures, investments or acquisitions, or for other purposes, the risks related to their
business associated with their high level of indebtedness could increase.
Passenger revenue and volume depend on factors beyond the Debtors control.
The Debtors revenue depends in part on the number of passengers transported by the Concessionaires. As
a result of the Concession Agreements that went into effect in 2012, the portion of the Debtors revenue that is
dependent on passengers transported increased substantially. The 2012 Concession Agreements also provided for an
increase in PPT for each of the Concessionaires, but the increase did not sufficiently cover the added costs borne by
the Debtors under the New Concession Agreements. Several factors determine the volume of passengers that will
use the buses of the Concessionaires, as well as Transantiago as a whole, in the future, many of which are beyond
the Debtors control. Some of these factors include demographic changes, Chilean Government macroeconomic
policies, prevailing economic conditions in Chile, fare rates (including the amount and frequency of fare increases),
general traffic conditions in Santiago and resulting lower average bus speeds, taxation, inflation, interest rates, fuel
prices, infrastructure development (including the quality, proximity and use of alternative methods of
transportation), social stability and other factors prevalent in the Santiago metropolitan area and in Chile as a whole.
In addition to the factors listed above, an increase in the accessibility or convenience of private
transportation could reduce the number of passengers that use the buses of the Concessionaires and Transantiago
generally. For example, a change in fuel taxes, vehicle importation taxes, auto loans, transportation infrastructure,
toll roads or parking policies could decrease the number of passengers who choose to use the buses of the
Concessionaires.
Bus passenger trends have been decreasing across Transantiago. Passenger validations decreased by 4.8%
from 2011 to 2012, and decreased by a further 2.4% from 2012 to 2013. The number of passengers traveling on the
Concessionaires buses or on Transantiago in general may continue to decrease, and any further reduction in the
level of passengers on the Concessionaires buses or on Transantiago in general may have an adverse effect on the
Debtors results of operations.
Further expansion of the Santiago Metro could negatively affect the Debtors by reducing the number of
passengers who use the Debtors buses.
To the extent the Concessionaires bus routes overlap with the Santiago Metro lines, the Concessionaires
may compete with the Metro for passengers. Therefore, expansion of the Metro in the areas served by the
Concessionaires may decrease the number of passengers who use the Debtors buses. In response to any such
decrease in passengers, the MTT could redesign or alter the routes and services for the Concessionaires, thereby
changing the scheduled route distances and passenger capacity under the operating plans for the Concessionaires.
Because revenue depends in part on the number of passengers who use the Debtors buses, as well as the scheduled
route distances and passenger capacity, the expansion of the Metro in the areas served by the Concessionaires could
have an adverse effect on the Debtors results of operations.
In early 2010, Line 1 of the Metro was extended to the Los Domnicos station in eastern Santiago. This
extension encroached on the areas serviced by Express and decreased the number of passengers on certain of
Express routes. Line 5 of the Metro was extended to the Plaza de Maip station in southwestern Santiago. The
construction of two new lines, Lines 3 and 6 of the Metro, were announced in 2009 and 2010. These new lines are
expected to begin operation in 2018 and 2017, respectively. Each of these extensions and further construction is
expected to encroach on areas serviced by both the Concessionaires. In addition, the Metro recently incorporated
new subway cars with air conditioning and is remodeling the old cars, all of which are expected to make travel by
subway more attractive.
While the Concession Agreements give the Concessionaires the right to be compensated for reductions in
their revenue caused by the expansion of public transportation, and the MTT has partially compensated the
Concessionaires under the structure of the original Concession Agreements for the decline in passengers caused by
the extensions of Lines 1 and 5 by granting the Concessionaires five of the bus routes formerly serviced by Trunk
Line 3 of Transantiago, the degree and timing of compensation required by the 2012 Concession Agreements is
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unclear. As a result, there can be no assurance that any such compensation by the MTT will be adequate, complete
or timely.
Rising levels of fare evasion may continue to have an adverse effect on the Debtors results of
operations.
In 2013, the rate of fare evasion for passengers transported by Transantiago reached approximately between
22.5% and 26.9% for Alsacia and 19.1% and 16.3% for Express, according to a report by FTI. Regulation of fines
and criminal sanctions for fare evasion is created and administered by the Chilean Government and the Debtors
cannot, therefore, take sole control of and implement the policies that are necessary to reduce fare evasion. As a
result of the Debtors reliance on the Chilean Government to create an effective regulatory framework for curbing
fare evasion, the Debtors cannot guarantee that levels of fare evasion will decline. In addition, as a result of the
amendments to the Concession Agreements in 2011, responsibility for fare evasion was shifted to the Transantiago
concessionaires. As a result, increasing levels of fare evasion directly impact the Debtors results of operations.
Therefore, if levels of fare evasion remain the same or increase, the loss of revenues resulting from fare evasion will
likely have a material adverse effect on the Debtors results of operations.
Ongoing operation and maintenance of the Debtors buses and facilities requires substantial capital
investment.
Ongoing repair and maintenance of the Debtors buses and facilities will require substantial capital. In
2013, the Concessionaires had a combined expense of CLP$33,283 million (approximately US$67.2 million) to
repair and maintain their buses and facilities. Of this amount, CLP$3,549 million (approximately US$7.2 million)
was allocated to overhauling 120 buses based on motor overhauls, or 6.0% of Alsacias and Express combined bus
fleet. The Debtors anticipate that 70.0% of the bus fleet will require overhauling in the next 4.5 fiscal years. As set
forth in the financial projections, the Debtors anticipate that the combined expense for maintenance and capital
expenditure for the Concessionaires for 2014 will be CLP$37,405 million (approximately US$68.9 million). Of this
amount, CLP$7,449 million (approximately US$13.3 million) is allocated to overhauling 20.0% of Alsacias and
Express combined bus fleet. If the Debtors plans or assumptions change, if their assumptions prove to be
inaccurate or if they experience unanticipated costs or competitive pressures, they may be required to seek additional
capital. The New Notes restrict the terms upon which the Debtors may incur additional debt. The Debtors may not
be able to raise any necessary additional capital on satisfactory terms, if at all. If the Debtors decide to raise
additional funds through the incurrence of debt, they may become subject to additional or more restrictive financial
covenants and their interest obligations will increase. If the Debtors are unable to obtain additional capital or to
obtain it on acceptable terms, they may be unable to meet their obligations under the Concession Agreements, which
could lead to termination of the Concession Agreements. Further, even in the event that the Debtors are able to
obtain such additional capital to fund the Bus Overhaul Program, there can be no assurance that the Debtors will be
able to complete and yield the expected benefits from the implementation of the program.
The Debtors have experienced increased costs in order to provide higher service and expanded coverage,
and they may experience further increases in the future.
The Debtors have recently experienced higher labor costs primarily due to an increase in the number of bus
drivers and maintenance workers needed to improve the operational performance and provide new services for the
Feeder D bus line, along with increased costs for spare parts and maintenance costs due to an increase in the number
of buses and increased other costs relating to the leasing cost for 400 new buses. Some of these increased costs are
required to meet the terms of the amended Concession Agreements and, as a result, are unlikely to result in material
changes in revenue to offset the increased costs. In addition, there can be no guarantee that the Debtors will not be
required to incur greater costs in the future to maintain a similar level of revenue for the Concessionaires under the
Concession Agreements.
With respect to the Debtors increased labor costs, the Debtors are implementing a strategy to reduce
overtime hours and driver absenteeism, which would assist in keeping labor costs constant in the future. However,
as each of the Concessionaires have collective bargaining agreements in place with 75.0% of their workforces, the
benefits which have been extended, as required by Chilean law, to the remaining 25.0% of their employee, they are
limited in the amount of cost reducing strategies that they can implement by the terms of these agreements. Future
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collective bargaining agreements may include terms less favorable to each of the Concessionaires, which could
further reduce the ability to implement labor cost-reducing strategies and increase labor costs generally. There can
be no assurance that the Debtors will be able to negotiate similar collective bargaining agreements in the future or
successfully implementing their strategy labor cost-reducing strategy, and they may be required to incur further
increases in labor costs in order to maintain the required level of service.
The assumptions and estimates contained in the financial projections may prove to be inaccurate, and
the Debtors may not be able to achieve their projected financial results.
The financial projections set forth in Exhibit C to this Disclosure Statement represent the Debtors
managements best estimate of the Debtors future financial performance based on currently known facts and
assumptions about the Debtors future operations as well as the Chilean and world economies in general and the
industry in which the Debtors operate in particular. Specifically, the financial projections assume that the MTT will
grant an extension of the Concession Agreements to an expiration date on or after April 23, 2021. There is no
assurance that the MTT will grant this extension or of the terms on which it would be granted, nor is there any
assurance that the Reorganized Debtors would be able to satisfy the conditions to any such extension or will be able
to obtain the financing therefor.
The Debtors continue to operate in an unstable and uncertain political, economic and regulatory
environment. The factors that have already materially and adversely affected the Debtors results of operations and
financial condition, including, among others, the ability of the Chilean Government to change the terms of the
Concession Agreements, decreasing demand for the Debtors bus services, increasing levels of fare evasion and
inflation and devaluation of the Chilean peso, may continue to place significant strains on the Debtors results of
operations and liquidity.
In developing the financial projections, the Debtors have made certain assumptions and determinations
based on current information and estimates with respect to these and other factors. However, the assumptions and
estimates underlying these projections are inherently uncertain and are subject to significant business, economic and
competitive risks and uncertainties, many of which are beyond the Debtors control. As a result, the Debtors actual
financial results may differ significantly from the projections. The financial projections should not be regarded as a
representation by the Debtors management or their advisors or any other person that the projections will be
achieved. Holders are cautioned not to place undue reliance on the financial projections.
In addition, the financial projections have been prepared on the assumption that the Debtors will operate as
going concerns. As a result, the financial projections set forth in Exhibit C do not include any adjustment that
might result from the outcome of these significant uncertainties to the recorded amounts of assets or to the recorded
amounts or classification of liabilities, which would be required if the Debtors were unable to realize the value of
their assets and satisfy their liabilities and obligations in the normal course of business. Due to a number of
significant uncertainties relating to the viability of the Debtors businesses, there can be no assurance that the
Debtors will be able to continue as going concerns.
If the Debtors do not achieve their projected financial results, the Debtors may lack sufficient liquidity to
continue operating as planned after the Effective Date. Moreover, the financial condition and results of operations
of the Reorganized Debtors from and after the Effective Date may not be comparable to the financial condition or
results of operations reflected in the Debtors historical financial statements.
The Debtors provide a broadly used public service that is subject to intense public scrutiny, especially in
the case of disruption.
Public transportation is widely used in the Santiago metropolitan area. As a result, the Santiago public
depends on public transportation providers, including the Concessionaires, for consistent, uninterrupted service, and
the activities of these public transportation providers are under constant and intense public scrutiny. Due to this
scrutiny, any disruption in the services provided by the Concessionaires, regardless of the cause, may create negative
public sentiment toward the Debtors and therefore could have an adverse effect on the Debtors beyond that caused
directly by the disruption.
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The Debtors operations may be affected by labor problems and catastrophic events beyond the Debtors
control.
The operation of the Debtors businesses could be disrupted by labor disputes or by catastrophic events
such as floods, earthquakes, fires in Alsacias and Express bus terminals or other similar events that could damage
or destroy the Debtors buses and other assets, or a material portion thereof, all of which could significantly reduce
the Debtors revenue or significantly increase the expense of operating, maintaining or restoring buses. Any
insurance the Debtors have is subject to customary deductible and coverage limits. Accordingly, any insurance
proceeds, together with any other available funds, may not be sufficient to provide for the repair or replacement of
any damaged or destroyed assets, and the Debtors insurance may not remain on commercially reasonable terms or
at all. Although the Debtors maintain business interruption insurance, operational interruptions could adversely
affect the Debtors revenue from operation or even result in termination of the Concession Agreements.
the Concessionaires have suffered disruptions in their operations due to labor disputes in the past. On July
6, 2010, Alsacia experienced a temporary service disruption for a few hours at its Pealoln terminal because some
of Alsacias bus drivers alleged that the buses were being operated unsafely. Local police negotiated a quick end to
the disruption, and the Transantiago coordinator ultimately determined that the driver complaints were without
merit. In addition, two of the labor unions representing Express employees engaged in a three-day strike in April
2009. The strike was initiated by bus drivers who unsuccessfully demanded higher wages. Also, on May 13, 2011, a
group of union leaders and workers staged a temporary disruption of services in Alsacias bus depot located in
Maip, impeding the outflow of buses by questioning their technical and mechanical conditions. This disruption
lasted for two hours, until the police managed to control the situation peacefully. While none of these disputes
caused significant disruptions to their operations, there can be no assurance that Alsacias and Express business or
results of operations will not be adversely affected by labor disputes in the future.
Chile is prone to earthquakes due to its location in the proximity of several major fault lines. A major
earthquake, like the one that struck Chile in 2010, could have significant negative consequences for the Debtors
operations and for the general infrastructure in Chile, such as roads, rail and access to goods. Even though the
Debtors maintain insurance policies standard for the industry with earthquake coverage, there can be no assurance
that a future seismic event will not have a material adverse effect on the Debtors businesses and results of
operations.
Potential changes in labor legislation may increase the Debtors labor expenses.
To date, there have not been any changes to Chilean labor legislation that could affect the Debtors labor
costs. However, on July 18, 2014, the Chilean government published a law setting forth a progressive increase in the
monthly minimum wage (Ley N 20,763) in the Official Gazette. This law would apply retroactively starting on July
1, 2014, increasing the minimum wage from CLP$0.21 million (approximately US$373) to CLP$0.23 million
(approximately US$399). The law also sets forth future increases on July 1, 2015 from CLP$0.23 million to
CLP$0.24 million (approximately US$428) and again on January 1, 2016 from CLP$0.24 million to CLP$0.25
million (approximately US$444). There can be no assurance that future minimum wage increases would not have a
material adverse effect on the Debtors businesses and results of operations.
Accidents and vandalism to the Debtors assets could affect the Debtors businesses and results of
operations.
The Debtors assets, including primarily the buses and bus terminals, play an integral part in the Debtors
businesses. As they travel throughout the Santiago metropolitan area, the buses may be damaged by accidents or
vandalism. Such accidents or vandalism may lead to downtime for affected buses and require the Debtors to repair
any damages, which may require cash expenditures given that many of these repairs may not be covered by the
Debtors customary insurance policies or may be subject to deductibles, all of which could adversely affect the
Debtors businesses and results of operations. For the year ended December 31, 2013, the annual direct costs for
vandalism were CLP$627 million (approximately US$1.3 million), including the costs of insurance deductibles for
burned buses, new windows, spare parts, equipment and labor costs associated with such repair. In addition, the
decrease in the Debtors revenues resulting from lost frequency and passenger validations accounted for an
additional CLP$1,828 million (approximately US$3.7 million) in 2013.
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Changes to certain liability laws or insurance cost increases could have a material adverse impact on the
Debtors.
As an operator of buses, the Debtors are exposed to claims for personal injury or death and property
damage as a result of accidents. The Debtors currently maintain liability insurance within the standards required
under applicable law and the Concession Agreements. Chilean regulations require that each bus operating in Chile
have minimum third-party liability insurance coverage and coverage for injuries suffered by the Debtors
employees, including those arising out of assault and other wrongdoings. In 2013, expenses relating to insurance
accounted for 1.5% and 2.4% of Alsacias and Expresss operating expenses, respectively.
The implementation of stricter laws and regulations, or different or stricter interpretation of existing laws or
regulations, may impose new liabilities on the Debtors or require the Debtors to contract insurance at greater
expense. In addition, bus insurers may reduce their coverage or increase their premiums significantly. The Debtors
may be forced to bear substantial losses from accidents that exceed the Debtors coverage.
Further, damages in claims for personal injury or death are not subject to statutory caps in Chile. As a
result, a judgment against the Debtors for a claim of personal injury or death may exceed the coverage of their
liability insurance and could subject the Debtors to substantial, or even catastrophic, financial liability.
The Debtors have entered into certain transactions with related parties that may potentially create
conflicts of interest.
The Debtors have entered into transactions with related parties, including other Debtors, and may continue
to do so in the future. These transactions include the supply provision agreements executed by and among Alsacia
and Camden and Express and Camden (the Supply Provision Agreements), both dated January 2, 2012, for the
supply of spare parts for the buses. Alsacia placed orders for CLP$3,423 million (approximately US$6.9 million) of
spare parts and services and Express placed orders for CLP$4,547 million (approximately US$9.2 million) under the
Supply Provision Agreements for the year ended December 31, 2013 and CLP$1,565 million (approximately
US$2.8 million) and CLP$1,531 million (approximately US$2.8 million), respectively, for the three months ended
March 31, 2014. Both contracts will automatically renew for an additional year on January 2, 2015, three years after
the original execution date. Both parties have the option to terminate the contract to avoid the automatic renewal,
provided that notice is given to the other party within 120 days of the end of the contract.
On September 8, 2014, Camden and the Debtors entered into supplementary Supply Provision Agreements,
pursuant to which Camden agreed to open bank accounts in the U.S. and the Concessionaires agreed to fund them
with a minimum balance of US$0.20 million in cash as an advance payment for the future purchase of spare parts.
The funds in these new bank accounts would only be used by Camden to pay suppliers that require cash in advance
of payment by either of the Debtors or invoices then due and owing by either of the Debtors to Camden, in the event
that the Debtors owe more than US$0.05 million at any given time.
The Debtors also have arrangements with each of Recticenter and CentralServicing SpA, but have not
entered into formal agreements with either company. Recticenter is a spinoff from Camden, established in 2014 to
separate the bus maintenance business from the spare parts business, which Camden continues to provide, and
reduce costs. CentralServicing SpA provides temporary employees to the Concessionaires to control fare evasion.
Both of these companies serve important functions for the Concessionaires and are an important element of the cost
control strategy.
Although the Debtors believe the terms of these transactions are consistent with market transactions with
unaffiliated parties, the Debtors relationships with the counterparties to these transactions could potentially create
conflicts of interest.
The Debtors are dependent on certain outsourced services provided by third parties, and failure to
properly manage these relationships could adversely impact the Debtors results of operations.
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The Debtors are dependent on third-party providers for certain planning, fuel supply, cleaning services,
security services, logistic services, evasion control services, bus rental leases, overhaul maintenance services,
service fulfillment, quality control and operational information management services, which they outsource to
Empresas Copec S.A., Empresa Nacional de Energa Enex S.A., Comao, Scania AB, Emasa, Equipos y Maquinarias
S.A., Volvo Commercial Vehicles and Construction Equipment South Cone SpA, Citymovil, BIG Services SpA and
Alto Evasion. Although they have contracts with these providers, the Debtors have no assurance that business
interruptions will not occur or that these third parties will meet the needs of the Debtors businesses. If the Debtors
are unable to properly manage the relationships with these third-party providers, the Debtors revenue and income
may be adversely affected. Similarly, if the third-party providers do not comply with their contractual obligations or
do not perform the services as anticipated by the Debtors, the Debtors operations may be harmed causing the
Debtors revenue and results of operations to be adversely impacted.
The Debtors have no effective means to ensure that these third parties will continue to perform these
services to the Debtors satisfaction, in a manner satisfactory to the Debtors or the MTT, or on commercially
reasonable terms. The Debtors could become dissatisfied with the service providers or their cost levels and refuse to
utilize them in the future. If a service provider is not able to provide the agreed services at the level of quality the
Debtors require, the Debtors may not be able to replace such service provider on short notice, which may have a
material adverse effect on the Debtors businesses.
The Debtors are awaiting final approval of the required permits to operate some of Alsacias and
Express terminals.
The Debtors are awaiting final approval for the required permits for 10 of their 12 bus terminals. While it
is unlikely that not having the proper approvals will result in the closure of the terminals or fines imposed on the
Debtors, there can be no certainty that this will not occur. The Debtors are in the process of obtaining seven of 10
outstanding permits, however, the three other outstanding permits are being delayed due to conflicts with municipal
plans.
The Debtors continue to work with local officials to obtain these permits, but there can be no assurance that
these efforts will be successful and that the continued absence of such permits will not adversely affect the
profitability of the Debtors in the future.
The taxes paid to the Chilean Government could increase.
The Debtors pay general income tax of 20.0% on their taxable net income before taxes, which is the rate
that is applicable to all corporate taxpayers. The Chilean President recently sent a tax reform bill to the Chilean
Congress that was intended to finance improvements to the Chilean educational system, among other things. The
bill contemplates a gradual increase in the statutory corporate income tax rate, from the current 20.0% to a
maximum of 27.0%, over a four-year period (considering additional surtaxes, the tax burden could rise to
35.0%). As a result, the announced tax reform future potential changes could adversely affect the profitability of the
Debtors in the coming years.
The Debtors businesses are subject to seasonal fluctuations.
The Chilean urban bus transportation industry is seasonal in nature and generally follows the pattern of
commercial activity as a whole in Chile, with peaks during the months of October and November, and lower activity
during the summer months of January and February and on holidays, most notably Chilean Independence Day in
September. Therefore, an event that adversely affects ridership during any of the peak periods could have a material
adverse effect on the Debtors results of operations. The day of the week on which certain holidays occur, the
length of certain holiday periods, and the date on which certain holidays occur within a fiscal quarter also affect the
Debtors quarterly results of operations and the comparison of the Debtors quarterly results.
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C. Risks Related to the Plan Securities
Because the Debtors have a history of losses and may continue to incur significant expenses, the
Reorganized Debtors may not be able to meet their debt service obligations.
The Debtors have had a history of negative operating cash flows and could face difficulties in meeting their
debt service obligations. If the Debtors restructuring is successful, the Debtors expect to be able to make interest
and principal payments on the New Notes, assuming, however, the customer base does not decline more than
expected, fare evasion does not increase and the Bus Overhaul Program is an effective and productive investment.
The Debtors also expect that cash on hand and cash from operations will be sufficient to allow the Debtors to
continue to operate their businesses during the period in which they are undergoing the restructuring process
contemplated by the Prepackaged Plan. If any of these assumptions are incorrect, or if unforeseen events occur that
materially and adversely affect the Debtors operations, the Debtors may not be able to make payments of interest or
principal due on the New Notes or meet the Debtors other debt service obligations.
The ability of the Debtors to repay the full principal amount of the New Notes is contingent on the
Concessionaires obtaining extensions of the Concessions beyond their current maturity.
The New Notes mature on December 31, 2018, subject to extension in the event that the Concessions are
extended to at least through April 22, 2021. Based on the current projected cash flows of the Debtors in the
Financial Projections attached as Exhibit C, the Debtors are unlikely to be able to repay a substantial amount of the
principal balance of the New Notes prior to maturity, which risk may continue even if the Concessions are extended
to April 22, 2021. As a result, unless the cash flows for the Debtors improve materially beyond the current
projections, the likely source of repayment (if any) for the New Notes will be a refinancing of the New Notes by the
Debtors through a debt or equity issuance. However, the Debtors do not expect to be able to obtain debt or equity
financing unless the Concessions are extended for a substantial period of time beyond April 22, 2021 on terms and
conditions that are acceptable to the Debtors. The ability of the Debtors to obtain extensions of the Concessions is
subject to a number of factors outside of the control of the Debtors, including the policy of the Chilean Government
and the MTT with respect to the Transantiago system, competitive and industry factors, the availability of financing
for any capital expenditures required for a Concession extension and the existence of other bidders for the
Concession. Even if the MTT does award the Reorganized Debtors with extended concessions, this request must be
legally approved by the General Comptroller of the Republic and there is no certainty that such approval will be
granted.
The Debtors will not be able to obtain an extension of the Concession Agreements beyond October 21,
2021, if their fleet of buses does not comply with the emissions standards outlined by the MTT. Such compliance
would require a substantial investment in new buses, the financing for which is limited by the terms of the New
Notes Indenture.
If the Concession Agreements are not extended beyond October 21, 2018, the only cash flows that will be
available to service the New Notes will be those arising from the sale of the Reorganized Debtors assets. A
substantial portion of these cash flows may be required to be applied to statutorily-preferred obligations, such as
severance payments, as well as to the payment of trade creditors. There can be no assurance that the Reorganized
Debtors would be able to realize proceeds from the sale of their assets. Under these circumstances, the ability of the
Reorganized Debtors to repay the New Notes in full will be limited and Holders of the New Notes will likely
recover substantially less than the nominal principal amount of the New Notes then outstanding.
The New Notes will be issued pursuant to section 4(a)(2) and Regulation S under the Securities Act.
The Debtors will rely on section 4(a)(2) and Regulation S under the Securities Act to exempt the issuance
of the New Notes from registration under the Securities Act. Section 4(a)(2) of the Securities Act exempts from
registration the sale of a debtors securities by an issuer in a transaction not involving any public offering.
Regulation S provides that offers and sales that occur outside the United States are not considered offers or sales
under the Securities Act. Accordingly, the New Notes will only be offered to (i) Qualified Institutional Buyers, as
such term is defined in Rule 144A under the Securities Act, (ii) Accredited Investors, as such term is defined in
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Regulation D under the Securities Act and (iii) non-U.S. persons outside of the United States, as such terms are
defined in Regulation S under the Securities Act.
Securities issued in reliance on the exemption provided in section 4(a)(2) of the Securities Act will be
considered restricted securities, and therefore will not be able to be resold absent an exemption under the
Securities Act, which may be available under Rule 144 under the Securities Act or Regulation S under the
Securities Act. Parties are advised to consult with their own counsel as to the availability of the exemption provided
by Rule 144 or Regulation S.
There are restrictions on the ability to transfer the New Notes.
The New Notes have not been, and will not be, registered under the Securities Act or any state securities
laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. For a discussion of certain restrictions on resale and transfer, see
Article XIV of this Disclosure Statement.
An active trading market for the New Notes may not develop.
There is currently no market for the New Notes. There can be no assurance that any market for the New
Notes will develop or be sustained. If an active market does not develop or is not sustained, the market price and
liquidity of the New Notes may be adversely affected. The liquidity of any market for the New Notes will depend
on a number of factors, including, without limitation:
the number of holders of the New Notes;
the Reorganized Debtors operating performance and financial condition;
the market for similar securities; and
the interest of securities dealers in making a market in the New Notes.
If a market for the New Notes were to develop, the New Notes may trade at a discount, depending upon
many factors, including prevailing interest rates, the market for similar securities, general economic conditions, the
ratings assigned to the debt by credit rating agencies, the liquidity of the New Notes and the Reorganized Debtors
operating performance and financial condition.
The value of the Collateral may not be sufficient to satisfy the Debtors obligations under the New Notes.
The New Notes will be secured by a first-priority lien on the Collateral (as defined in the Description of the
New Notes attached hereto as Exhibit E). The value of the Collateral and any amount to be received upon a sale or
foreclosure of such Collateral will fluctuate depending upon many factors including, among others, the Debtors
financial situation at the time of such sale or foreclosure, changes in the Debtors industry that may have occurred,
the availability of buyers at such time, the condition of the Chilean and U.S. economies and exchange rates. No
appraisal of any of the Collateral has been prepared by the Debtors or on the Debtors behalf in connection with the
issuance of the New Notes. The Reorganized Debtors can provide no assurance as to the amount that would be
distributed in respect of the New Notes upon any foreclosure or otherwise, or that the proceeds from the sale of the
Collateral would be sufficient to satisfy the Reorganized Debtors obligations under the New Notes. In addition, the
Collateral is comprised of substantially all of the Reorganized Debtors assets. If the value of the Collateral is
insufficient to satisfy the Reorganized Debtors obligations under the New Notes, holders of New Notes may
experience losses. Moreover, the Collateral consists of the Debtors principal assets, the rights under the Concession
Agreements. The Concession Agreements are subject to termination by the MTT for various reasons, including
upon a judicial declaration of a liquidation (quiebra) or insolvency (insolvencia) of Alsacia or Express. See The
Concession Agreements are subject to possible revocation or termination in the event of a Chilean liquidation
proceeding and The Concession Agreements can be terminated prior to expiration by the Chilean Government in
certain circumstances, including upon a judicial declaration of bankruptcy or insolvency of Alsacia or Express. In
addition, the MTT may object to the transfer of the Concession Agreements to a successor concessionaire. See
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Impediments exist to any foreclosure on the Collateral, which may adversely affect the proceeds of any
foreclosure. The Debtors can provide no assurance that holders of New Notes may be able to realize the value of
the Concessions as part of the New Notes collateral.
The Collateral includes a second priority lien on the Huechuraba Terminal, on which there is a first
priority lien securing the Bus Terminal Loan.
The New Notes will be secured by a second-priority lien on the Huechuraba Terminal. However, the Bus
Terminal Loan is secured by a first-priority lien on the Huechuraba Terminal. As such, claims of the New Notes to
the proceeds of the terminal in a liquidation proceeding would be subordinated to the claims under the Bus Terminal
Loan. If Banco Internacional exercises its remedies under the Bus Terminal Loan in respect of its first lien on the
Huechuraba Terminal, it is possible that there will not be sufficient cash proceeds remaining to pay the outstanding
principal amount of the New Notes.
Impediments exist to any foreclosure on the Collateral, which may adversely affect the proceeds of any
foreclosure.
Substantially all of the documents that create liens on the Collateral for the benefit of the New Notes
are governed by the laws of Chile, and substantially all of the Collateral is located in Chile. Any foreclosure would
therefore be required to comply with Chilean legal and procedural requirements, which require that foreclosure only
be permitted upon receipt of a judicial order and carried out by public auction before the same court, and differ
substantially from those in the United States. In particular, Chilean law does not allow for self-executing
mechanisms or expedited foreclosure proceedings with respect to these types of liens. Any proceeding against the
Collateral in Chile would be required to be initiated in a Chilean court, and could involve significant delays. In the
absence of a recognition of debt deed (as described below), in order to foreclose on the Collateral as a consequence
of an event of default under the New Notes Indenture, a Chilean court will require a final and conclusive judgment
for the payment of money rendered from a U.S. court. The courts of Chile then will enforce such final and
conclusive foreign judgment for the payment of money rendered by the U.S. court in accordance with the exequatur
procedure used for the enforcement of foreign judgments (including, among other things, the issuance of letters
rogatory) in the Chilean Civil Procedure Code without any retrial or re-examination of the merits of the original
action. The time required to obtain a U.S. order and then have such order recognized and enforced by a Chilean
court could result in a deterioration of the Collateral and a decrease in the value that would otherwise be realizable
upon foreclosure.
In order to potentially expedite the process for foreclosing on the Collateral as a consequence of an event of
default under the New Notes Indenture, the Debtors will enter into a recognition of debt deed, which may permit the
Chilean Collateral Trustee to more expeditiously foreclose on the Collateral through an abbreviated proceeding
which would typically take between three to six months.
In addition, Article 445 No. 17 of the Chilean Civil Procedure Code sets forth that assets that are part of a
service that may not be stopped without harming transit or public hygiene cannot be seized or attached. The Debtors
believe that this provision affects assets that are part of the Collateral, such as buses and terminals and therefore, the
Chilean Collateral Trustee, on behalf of the holders of New Notes, would not be able to seize or attach these assets.
However, these assets may be pledged or mortgaged since the Chilean Collateral Trustee is authorized to seize or
attach the money that they produce (i.e., any insurance indemnity).
Furthermore, the Concession Agreements, the Debtors principal assets, are pledged as Collateral, but may
not be effectively sold or foreclosed without the prior consent of the MTT. The MTT may refuse but only by
means of a reasoned decision to authorize the transfer of the Concession Agreements. As a result, the ability of
the trustee to sell the Collateral as a going concern may be limited. Each of the factors described above could reduce
the likelihood of a successful foreclosure as well as reduce the amount of any proceeds in the event of foreclosure
and thus the amount of cash available to holders of the New Notes.
Third parties rights may affect the ability of Holders of New Notes to foreclose on the Collateral and the
priority of the New Notes with respect to the Collateral.
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Third parties may have rights and be entitled to remedies that diminish the ability of Holders of New Notes
to foreclose upon the Collateral or that affect the priority of the New Notes with respect to the Collateral, or amounts
available after foreclosure of the Collateral for repayment. Under Chilean law, amounts owed to employees or, with
some limited exceptions, to tax authorities (including social security and retirement fund liabilities), must be paid by
a debtor prior to the satisfaction of any other claims, including secured claims. The rights and remedies to which
these and other third-party creditors are entitled may limit the ability to foreclose on the Collateral or may otherwise
reduce the proceeds available to satisfy the Reorganized Debtors obligations under the New Notes.
The guarantees of the reorganized Express, Panamerican, Eco Uno and Camden under the New Notes
may not be enforceable.
The New Notes will be fully and unconditionally guaranteed, on a joint and several basis, by Express,
Panamerican, Eco Uno and Camden, which provides a basis for a direct claim against such guarantors; however, it is
possible that the guarantees may not be enforceable under Chilean law. While Chilean law does not prohibit the
giving of guarantees and, as a result, does not prevent guarantees by Chilean entities from being valid, binding and
enforceable against Chilean entities, in the event that an affiliate guarantor in Chile becomes subject to a liquidation
(quiebra), the relevant guarantee may be pursued by means of an revocation action (accin revocatoria), a special
kind of action established under the bankruptcy law. The effect of this revocation is that the transaction no longer
exists with respect to the creditors and third parties (if such third parties were unaware of the financial condition of
the debtor at the time of the execution of the transaction), regardless of its full validity and enforceability with
respect to the parties that entered into it. This revocation action affects transactions that took place during the one-
year period prior to the commencement of the bankruptcy, which in some situations, may be extended to two years.
The U.S. federal income tax treatment related to the distribution of the New Notes pursuant to the Plan
is uncertain.
If the terms of the Plan are approved by the Bankruptcy Court, then, although subject to uncertainty, the
Debtors intend to take the position that the receipt of New Notes in the Plan will be treated as a taxable debt-for-debt
exchange for U.S. federal income tax purposes. However, if both the Senior Secured Notes and the New Notes are
securities for U.S. federal income tax purposes, a U.S. Holder (as defined in Certain U.S. Federal Income Tax
Consequences of the Plan to Holders of Allowed Claims) will recognize neither gain nor loss pursuant to the Plan.
However, if either the Senior Secured Notes or the New Notes is not a security for U.S. federal income tax
purposes, a U.S. Holder will be required to recognize taxable gain or loss.
In addition, if the issue price of the New Notes is less than their stated redemption price at maturity by
more than a de minimis amount, the New Notes will be treated as issued with original issue discount (OID) for
U.S. federal income tax purposes. The Debtors expect that the New Notes will be issued with OID. If the New
Notes are treated as issued with OID, a U.S. Holder will be required to include all or a portion of such discount in
gross income under a constant yield method as ordinary income over the term of the New Notes in advance of cash
payments attributable to such income, regardless of whether such holder is a cash or accrual method taxpayer, and
without regard to the timing or amount of any actual payments.
In addition, because the New Notes do not have a fixed final maturity date, it is possible that the New
Notes may be characterized as equity interests in Alsacia for U.S. federal income tax purposes. However, the
Debtors intend to take the position that the New Notes are debt instruments, and are not equity interests in Alsacia.
It is also possible that the New Notes could be classified as contingent payment debt instruments, in which case a
U.S. Holder would be required to accrue all income on the New Notes (regardless of whether such holder is a cash
or accrual method taxpayer) and all income from the New Notes (including gains on sale) would be ordinary interest
income.
If the Bankruptcy Court does not approve the Plan and instead approves a plan with substantially different
terms than the Plan, then the United States federal income tax consequences may be different. Holders should
consult their own tax advisor concerning the United States federal income tax consequences relating to the
Plan in light of each Holders particular situation as well as any consequences arising under the laws of any
other tax jurisdiction.
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D. Risks Related to the Concession Agreements
The Chilean Government and the MTT have the authority to make certain changes to the services
provided by the Concessionaires and the measurement of their performance under the Concession Agreements.
The Concession Agreements authorize the MTT to unilaterally make certain changes to the services
provided by the Concessionaires under the Concession Agreements. Although the Concessionaires are entitled to
compensation under the Concession Agreements for such changes, the compensation may be insufficient to offset
increased costs. The MTT may, among other things:
temporarily modify operating schedules by requiring additional daily services;
require additional bus departures under certain circumstances;
modify the bus routes of the trunk lines by changing or eliminating existing routes within the
assigned trunk lines, or, in exceptional circumstances, creating additional routes outside of the
assigned trunk lines; and/or
require Alsacia or Express to use certain types of buses within their fleet for specific routes.
In addition, pursuant to Article 3 of Law No. 20,378, the MTT has regulatory authority to modify the
calculation of Alsacias and Express performance under the Concession Agreements, specifically with respect to
the Service Fulfillment Ratio, which directly affects the Debtors revenue.
In 2011, the MTT renegotiated all concession agreements in the Transantiago system, including those of
the Concessionaires, and the new Concession Agreements became effective on May 1, 2012. The 2012 Concession
Agreements (i) revised the revenue formula under the Concession Agreements to increase the portion of variable
revenue relative to base revenue, causing revenue to be more sensitive to changes in passenger demand in the short
term, and (ii) reformulated service quality indices with accompanying penalties for operators that do not meet the
new service standards. These changes resulted in unexpected declines in revenue, increased operating costs and
resulted in lower profit margins for both the Concessionaires, which have been lower than those forecasted by the
Concessionaires in the annual budgets delivered to the Trustee. These changes to the Concession Agreements have
had a material adverse effect on the Debtors results of operations. As compensation for the amendments to the
Concession Agreement for Alsacia, the Chilean Government agreed to pay CLP$9,090 million (approximately
US$18.8 million) to Alsacia, a sum that was paid in full on April 2012. The Chilean government also agreed to pay
total compensation to Express in the amount of UF 1.3 million (approximately US$57.5 million), to be paid in
annual installments between 2014 and 2018, as follows: UF 0.3 million on January 31, 2014; UF 0.2 million on
January 31, 2015; UF 0.2 million on January 31, 2016; UF 0.3 million on January 31, 2017, and UF 0.3 million on
October 20, 2018. Each future payment to Express may be deferred until the end of the Concession Agreements, if
(during the 12-month period ending on December 31 of the relevant year): (i) the total discounts related to
performance measurements, with respect to punctual route start times (ICF) and adherence to service schedules
(ICF), that could have been applied by the government exceed 5.0% of total revenues from the last 12 months
(variable and base revenues) or (ii) either Alsacia or Express fails to fulfill any of the payment obligations under the
Senior Secured Notes Indenture. Until May 2012, Express payments could have also been delayed if: (i) the
repayment on the Senior Secured Notes had been accelerated by the requisite percentage of the Senior Secured
Noteholders pursuant to the Existing Indenture as a result of the termination of the Concession Agreements or (ii)
the Concessionaires failed to meet fleet the fleet renewal requirements; however, these conditions were
subsequently removed. There can be no assurance that the Chilean Government and the MTT will not seek to make
modifications to the Concession Agreements in the future that will have a negative effect on the Debtors results of
operations.
Transantiago has experienced serious problems in the past and continues to experience problems,
including increasing levels of fare evasion, that could threaten the long-term viability of the system.
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The planning and design of the Transantiago system has led to long passenger delays, a shortage of routes
and buses, overcrowded bus and Metro stops and high passenger fare evasion. These factors, as well as challenges
communicating route changes to passengers, were all early obstacles to Transantiagos success. In addition,
Transantiago has run at a financial deficit since its implementation due to, among other things, initially underpriced
fares, unsubsidized student discounts and systemic passenger fare evasion. To the extent they are not offset by
Chilean Government subsidies or other funding, Transantiagos deficits have a direct negative impact on the
Debtors revenue. Legislative changes related to the Transantiago system could alter Alsacias and Express rights
under the Concession Agreements and/or modify the transportation system as a whole, either of which could also
adversely affect the Debtors.
Revenues under the Concession Agreements are limited to funds received by the AFT.
The Concession Agreements contain revenue formulas that are used by the AFT to calculate Alsacias and
Express revenue on a monthly basis. However, Alsacias and Express right to payment under the Concession
Agreements is limited to the funds received by the AFT and held for the benefit of the Transantiago bus
concessionaires. In the case of shortfalls between the amount due under Alsacias and Express Concession
Agreements and the amount held for payment to the Concessionaires by the AFT, the Concessionaires are limited to
the amount held by the AFT and have no recourse to recover any deficiency. If such funds are not sufficient to cover
the amount payable every two weeks to the Concessionaires, the amounts will be paid by the AFT on a prorated
basis, as outlined in the Concession Agreements.
The Concession Agreements can be terminated prior to expiration by the Chilean Government in certain
circumstances, including upon a judicial declaration of bankruptcy or insolvency of Alsacia or Express.
The Debtors principal assets are the contractual rights of the Concessionaires under their Concession
Agreements to operate two of the five main trunk lines of Transantiago, which collectively run across the 10 zones
in Santiago, and Feeder D. The Chilean Government may unilaterally terminate the Concession Agreements prior to
expiration in certain circumstances under the Concession Agreements, including, among others, poor performance
by Alsacia or Express relative to predetermined performance objectives, default under Alsacias and Express
performance bonds (boletas bancarias de garanta), accumulation of more than UF 20,000 in fines paid in a period
of 12 months for each of the Concessionaires, change of control, decrease of capital, submission of inaccurate
records when such action affects the economic or operating conditions of the Concession. Moreover, the Chilean
Government may also unilaterally terminate the Concession Agreements for reasons of public interest.
In the event of the termination of the Concession Agreements as a result of a default by Alsacia or Express
under the terms of such agreements and the expiration of any applicable notice and cure periods, the
Concessionaires would be obligated to continue operating under the Concession Agreements at the discretion of the
MTT for up to 12 months, during which period the Concessionaires would be compensated under the terms of the
Concession Agreements; during this period, the performance bonds granted by the Concessionaires under the
Concession Agreements would remain intact. However, no additional compensation would be provided, as such
additional compensation would only be paid in the event that the Concession Agreements were terminated early for
reasons of public interest, as determined by the MTT in its sole discretion, assuming no default has occurred. If
such compensation is insufficient to cover Alsacias and Express expenses, they would be obligated to continue
operating at a loss. Thereafter, the Concessionaires would not be entitled to compensation from the Chilean
Government or otherwise, other than payment for Alsacias and Express buses, terminals and equipment by any
successor concessionaire, and the performance bonds granted by the Concessionaires under the Concession
Agreements would be drawn upon as matter of liquidated damages. Because under these circumstances the
Concessionaires would no longer receive revenue, the Debtors would be unable to meet their payment obligations
under the New Notes.
In case of a public interest termination, the parties shall have 30 days to reach an agreement regarding the
amount of the compensation and the conditions to assure the continuity of the services. If no agreement is reached,
the MTT will request an Expert Panel determine the provisional amount of compensation. If the Concessionaire
opposes the proposed amount, then the Expert Panel will be required to choose among either of the two alternatives
(either of the authorities or the one presented by the Concessionaire).
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If the MTT terminates the Concession Agreements, the Concessionaires would likely sell the buses,
terminals and equipment to any successor concessionaire.
If the Concession Agreements were to be terminated, the Concessionaires likely would have to sell the
buses, terminals and equipment to the successor concessionaire. If the assets comprising the Collateral are sold to
such successor concessionaire, the value of the Collateral could be insufficient to satisfy the Reorganized Debtors
obligations on the New Notes.
Transantiago relies on a subsidy from the Chilean Government.
Since 2007, a significant portion of Transantiagos revenue, and consequently, the Debtors revenue, has
been subsidized by the Chilean Government through supplemental payments to the AFT, which, in turn, are paid to
the Concessionaires and the other bus concessionaires. These supplemental payments are made twice per month, on
the same schedule as the payments under the Concession Agreements, and address shortfalls created by passenger
revenue levels that are lower than anticipated in the initial concession bidding process. The Chilean Government
subsidies help maintain the long-term financial stability of Transantiago and help ensure the commercial viability of
its service providers and operators, including the Concessionaires. These subsidies thus reflect the critical nature of
Transantiago to everyday life in the Santiago metropolitan area, and the Chilean Governments dedication to its
continuance. Subsidy payments made by the Chilean Government to Transantiago totaled CLP$375,943 million
(approximately US$778.3 million) in 2011, CLP$341,587 million (approximately US$701.4 million) in 2012 and
CLP$363,361 million (approximately US$734.1 million) in 2013 which comprised 41.8%, 38.7% and 39.8% of the
total costs to support Transantiago during those respective periods.
In September 2009, the Chilean Government passed Law No. 20,378, which created a subsidy to correct
the operating deficit in Transantiago. Under this law, the Chilean Government is authorized to pay up to
CLP$115,000 million (approximately US$232.8 million) per year into Transantiago to cover any shortfalls. In
addition, from 2010 to 2014, in the event of annual shortfalls exceeding CLP$115,000 million, the Chilean
Government is authorized to pay an additional subsidy of up to a total over the five years of CLP$549,598 million
(approximately US$1,112.5 million), with each year having a different cap amount. In addition, in November 2010,
the Chilean Government passed Law No. 20,468, which amends Law No. 20,378 to increase the available subsidy
for Transantiago from 2011 through 2014, adding an additional CLP$61,997 million (approximately US$125.5
million) for each of the years 2011 through 2013 and an additional CLP$30,998 million (approximately US$55.4
million) for 2014. Nevertheless, while these laws set forth the parameters of future subsidies to Transantiago, the
Chilean Congress must still approve the inclusion of the subsidies in its annual budget each year. In order to secure
the financing system, the Chilean Congress approved in September 2013 Law N20,696 which modifies the law of
Subsidy to Public Transport Passengers, setting a maximum limit of CLP$190,000 million (approximately
US$326.2 million) of annual expenditure on subsidy for Transantiago, further setting a special contribution to the
transport until 2022, in a maximum amount of CLP$180,000 million (approximately US$309.0 million), an amount
that commencing in 2018 will decrease 1.0% in each respective previous year.
Apart from Laws Number 20,378, 20,468 and 20,696, the Concessionaires have no legal right or title to
subsidies in the future. The fact that the Chilean Government has subsidized Transantiago in the past does not mean
it will do so in the future, and even the current subsidies under Laws Number 20,378, 20,468 and 20,696 could be
amended or revoked by the Chilean Congress.
The Chilean Government regulates the price of Transantiago passenger fares.
Transantiago passenger fares are regulated and periodically set by a panel of experts (Panel de Expertos)
appointed by the MTT. As a result, the Concessionaires do not control the ultimate pricing of their services to
passengers. Prior fare increases may lead to decreased passenger validations in the long run, or future fare increases
implemented by the Chilean Government may also reduce the number of passengers that travel on the
Concessionaires buses. In addition, an increase in fare prices may increase the percentage of evasion, or riding
without validation, on Alsacias and Express buses. For these reasons, the Debtors inability to regulate the prices
for services to the Concessionaires passengers could adversely affect their revenues and results of operations.
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The MTT has the power to apply discounts and fines to its payments to the Concessionaires if they fail to
fully perform under the Concession Agreements.
The MTT is authorized to apply discounts to and/or fines on payments to the Concessionaires under the
Concession Agreements and/or related subsidy if the Concessionaires fail to fully perform under the Concession
Agreements and related operating plans. Any discounts and/or fines imposed on them by the MTT could adversely
affect the Debtors and affect the Debtors ability to meet their obligations under the New Notes. The Concession
Agreements allow the MTT to apply discounts for the portion the Service Fulfillment Ratio, which measures
Alsacias and Express performance under the Concession Agreements, that is below 100.0%. The detailed
methodology of calculation of the Service Fulfillment Ratio has changed over time as the MTT has improved its
technological capability to more accurately measure operators service fulfillment, and the MTT has the right to
introduce additional changes in the future. The Reorganized Debtors may be unable to adapt to future changes in
the Service Fulfillment Ratio calculation methodology, and such changes could negatively affect the Reorganized
Debtors financial performance.
The Concession Agreements also provide for discounts related to other service quality indices, such as bus
cleanliness, for which Alsacias and Express revenue is regularly discounted. The number and amount of such
discounts and fines imposed on the Concessionaires could increase in the future, and any such increase could
adversely affect the Reorganized Debtors costs and results of operations.
Changes to the legal framework of Transantiago, including changes to the authority of the Chilean
Government to terminate the Concession Agreements, could reduce or eliminate Alsacias and Express rights
under the Concession Agreements.
The legal regime that governs the Concession Agreements with Transantiago, Law N20.504, was amended
to expand the powers of the Chilean Government to redesign the Transantiago system, allow for the early
termination of concession agreements for reasons of public utility duly qualified and regulate the function and
powers of Interim Administrators to ensure the continuity of transportation services.
The Debtors businesses rely on certain Chilean government-managed services and infrastructure that
may not be available as expected.
The Debtors future financial performance will depend on the performance of the obligations under the
Concession Agreements by the MTT and other participants in Transantiago that are responsible for infrastructure
improvements intended to maximize the use of the bus fleets. Specifically, the Debtors rely on:
a support system for fleet management that controls buses and monitors traffic to be put into place
in the coming years;
the gradual completion of infrastructure improvements in Santiago, including dedicated bus lanes
and bus stops; and
basic road and related infrastructure maintenance.
Any changes in the Chilean governments support of these services or infrastructure may have an adverse
impact on the Reorganized Debtors results of operations and ability to service the New Notes.
The Debtors are subject to a wide range of governmental regulation that imposes significant costs on the
Debtors businesses.
The Debtors are subject to a wide range of national, provincial and municipal regulation, as well as
supervision generally applicable to companies engaged in business in Chile, including laws and regulations
pertaining to taxation, labor, social security, public health, consumer protection, competition, and the environment.
With respect to the environment, the Debtors are subject to laws and regulations regarding emissions from Alsacias
and Express buses, the handling of diesel fuel and the cleanup of fuel spills. In addition, although the Debtors are
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not publicly held companies, the Concession Agreements require the Concessionaires to be subject to the rules
applicable to Chilean publicly held corporations (sociedades annimas abiertas) and the oversight of and specific
regulations issued by the SVS, including the obligation to provide regular information to the SVS regarding
Alsacias and Express business. The existing laws and regulations, or stricter laws and regulations in the future, or
different or stricter interpretation of existing laws or regulations, may require the Debtors to make material
expenditures or impose new liabilities on the Debtors, thereby having an adverse effect on the Debtors and affecting
their ability to meet their obligations under the New Notes.
E. Risks Related to Chile
Risks related to Chile could adversely affect the Debtors results of operations.
The Debtors are incorporated in Chile or, in the case of Panamerican, in Bermuda, and significant portion
of the Debtors assets and operations are located in Chile. As a result, the Debtors are subject to political, legal and
regulatory risks specific to Chile which can have a significant impact on the Debtors businesses, results of
operations and financial condition. The Chilean government has exercised, and continues to exercise, significant
influence over the Chilean economy. Accordingly, Chilean governmental actions and fiscal and monetary policy
could have an impact on Chilean private sector entities, including the Debtors companies, and on market
conditions, prices and returns on Chilean securities. The Debtors cannot predict the impact that political conditions
will have on the Chilean economy. Furthermore, the Debtors businesses, financial condition, results of operations
and prospects may be affected by currency fluctuations, price instability, inflation, interest rates, regulation,
taxation, social instability and other political, social and economic developments in or affecting Chile, over which
the Debtors have no control. The Debtors cannot assure potential investors that changes in Chilean governmental
policies will not adversely affect the Debtors businesses, financial condition, results of operations and prospects.
Economic and political events in other countries may adversely affect the Chilean economy, and, as a
result, the Debtors businesses, financial and results of operations and the market value of the Debtors
securities.
The prices of securities issued by the Debtors may be influenced by economic and market considerations in
other countries. The Debtors cannot assure you that future developments in or affecting the Chilean economy,
including consequences of economic difficulties in other markets, will not have a material adverse effect on the
Debtors.
The Debtors are also directly exposed to risks related to the weakness and volatility of the economic and
political situation in Asia and Europe as well as the United States, Brazil, Argentina, Peru and other nations. If
economic conditions deteriorate in these nations and regions, the economy of Chile, as either a neighboring country
or a trading partner, could also be affected and could experience slower growth than in recent years with a possible
adverse impact on the Debtors customers and suppliers. The crises and political uncertainties in other Latin
American countries could also have an adverse effect on the Chilean economy, and, as a result, the Debtors results
of operations and the market value of the Debtors securities.
Chile was recently involved in an international litigation with Peru regarding maritime borders that was
resolved in January 2014 and has had other conflicts with neighboring countries in the past (e.g. Bolivia). Crisis and
political uncertainty in other Latin American countries may have a material adverse effect on the Chilean economy,
and, as a result, the Debtors results of operations and the market value of the Debtors securities.
The Debtors continued operations and profitability depend on political and economic stability in Chile
generally and in Santiago, in particular.
Substantially all of the Debtors revenue is derived from the operations of the Concessionaires in the
metropolitan area of Santiago. Accordingly, the Debtors results of operations and general financial condition
depend in part on Chilean markets for labor and certain materials and equipment, and on factors relating to Chilean
political and economic stability generally and, in particular, the political and economic stability of Santiago. Future
developments in or affecting Chiles and Santiagos political or economic stability, including economic or political
instability in other emerging markets, may result in material and adverse effects on the Debtors businesses,
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financial condition or results of operations and in the market value of the New Notes. The Debtors financial
condition and results of operations could also be affected by regulatory changes in administrative practices, changes
in economic or other policies of the Chilean Government or other political or economic developments in or affecting
Chile or Santiago, over which the Debtors have no control.
The Debtors businesses performance is subject to changes in the value of the Chilean peso.
Substantially all of the revenue and operating expenses of the Concessionaires have been denominated in
Chilean pesos. However, Alsacias and Express existing indebtedness and capital expenditures are primarily
denominated in U.S. dollars. Because of the denomination of the assets and liabilities of the Concessionaires, a
decrease in the U.S. dollar/ Chilean peso exchange rate results in foreign exchange rate differences that are reflected
as gains on the respective income statements of the Concessionaires. Conversely, an increase in the exchange rate
results in foreign exchange rate differences that are reflected as losses on the respective income statements of the
Concessionaires.
In addition, revenue received by the Concessionaires under the Concession Agreements is adjusted based
on changes in the Cost Index, which is a weighted average of several macroeconomic indicators and commodity
prices, including the U.S. dollar/ Chilean peso exchange rate, which is in a range of 9.8% to 12.2% (depending on
the type of buses and kilometers of the operational plan run by them) of the Cost Index for the Concessionaires. As
a result, the Debtors expect that changes in the Chilean peso/U.S. dollar exchange rate will cause the Debtors
revenue to change in a similar proportion.
The Debtors are, and will continue to be, exposed to Chilean peso devaluation risk. The Chilean peso/U.S.
dollar exchange rate has been subject to significant fluctuations in the past, and it may continue to be subject to
similar fluctuations in the future. In the three-year period ended December 31, 2013, the value of the Chilean peso
relative to the U.S. dollar fluctuated between a low of CLP$456 per US$1.0 and a high of CLP$534 per US$1.0,
based on Observed Exchange Rates. During the three months ended March 31, 2014, the value of the Chilean peso
relative to the U.S. dollar declined approximately 5.1%, in real terms. Declines in the value of the Chilean peso
relative to the U.S. dollar could adversely affect the Reorganized Debtors ability to meet their U.S. dollar-
denominated obligations, including the New Notes.
The Debtors businesses performance is subject to the effects of inflation.
High levels of inflation or deflation in Chile could adversely affect the Chilean economy and have an
adverse effect on the Debtors. Inflation or deflation will have a real impact on the purchasing power of the Debtors
net assets. Chile has experienced high rates of inflation in the past, the highest of which occurred more than 20
years ago. The annual rates of inflation (as measured by changes in the consumer price index (CPI) and as
reported by the INE) in 2011, 2012 and 2013 were 4.4%, 1.5% and 3.0% respectively. CPI was 4.3% from June
2013 to June 2014, and 2.5% for the first half of 2014. High levels of inflation in Chile could adversely affect the
Chilean economy and have a material adverse effect on the Debtors revenues, results of operations, financial
condition and cash flows.
The revenue formulas under the Concession Agreements are also partially dependent on the level of
inflation or deflation in Chile. The percentage of the Cost Indices applied to the revenue formulas of the
Concessionaires are 29.3% to 30.3% (depending on the type of buses and kilometers of the operational plan run by
them), represented by the changes in the level of inflation or deflation in Chile according to the Chilean CPI index.
As a result, the Debtors revenue and overall performance could be affected by inflation in Chile.
Payment of judgments against the Debtors may be able to be satisfied in Chilean pesos.
In the event that the outstanding holders of the Debtors New Notes are awarded a judgment from a Chilean
court enforcing the U.S. dollar-denominated obligations under the New Notes, the Debtors will have the right to
discharge their obligations by paying to the outstanding holders of the New Notes in Chilean pesos at the exchange
rate in effect on the date of payment of such judgment, subject to the currency indemnity provision in the New Notes
Indenture. The exchange rate is determined by the Central Bank of Chile (Banco Central de Chile) every banking
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day in Chile and published the following banking day in the Official Gazette (Diario Oficial). As a result of such
currency conversion, such holders could face a shortfall in U.S. dollars. No separate actions exist or are enforceable
in Chile for compensation for any such shortfall, other than the currency indemnity provision in the Existing
Indenture.
The ability to effect service of process on the directors and officers outside the U.S. and the ability to
enforce U.S. judgments against the Debtors or the Debtors directors, officers, and assets outside the U.S. may be
limited.
Substantially all of the Debtors directors and officers reside outside the U.S. and have Chilean or other
non-U.S. nationalities. As a result, it may not be possible for investors to effect service of process outside of Chile
or within the U.S. upon Alsacia or Express or persons associated with Alsacia or Express that reside outside of the
U.S., or to enforce a judgment obtained in the U.S. against Alsacia or Express or such persons outside of Chile or in
the U.S. courts that is based on the civil liability provisions under laws of jurisdictions other than Chile, including
the federal and securities laws or other laws of the U.S.; rather, a party may only be able to effect service of process
on directors and officers who are present in the U.S. Additionally, it may be difficult to enforce any U.S. court
judgments against Alsacia or Express or its assets, Alsacias or Express non-U.S. directors, or Alsacias or Express
officers outside of the U.S. In order for a U.S. court judgment to be enforceable in Chile, an order from a Chilean
court would be required, and it is possible that a Chilean court would find a U.S. court judgment to be unenforceable
against persons or assets in Chile. Accordingly, the ability to pursue remedies against the Concessionaires and their
respective assets, directors, and officers may be limited compared to the ability to pursue remedies against a U.S.
company and its assets, directors, and officers.

The Debtors are subject to different corporate disclosure and accounting standards than U.S.
companies.
Financial reporting and securities disclosure requirements in Chile differ in certain significant respects from
those required in the United States. With respect to accounting standards, there are material differences between
IFRS and U.S. GAAP. Accordingly, the financial information about the Debtors made available herein will not be
the same as the information available to holders of securities issued by a U.S. company. With respect to corporate
disclosure standards, the securities laws of Chile have as a principal objective the promotion of disclosure of all
material corporate information to the public. Chilean disclosure requirements, however, differ from those in the
United States in some important respects. In addition, although Chilean law imposes restrictions on insider trading
and price manipulation, applicable Chilean laws are different from those in the United States and in certain respects
the Chilean securities markets are not as highly regulated and supervised as the U.S. securities markets.

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XII. CONFIRMATION OF THE PLAN
A. Requirements for Confirmation of the Plan
Among the requirements for the Confirmation of the Plan are that the Plan (i) is accepted by all impaired
Classes of Claims and Interests, or if rejected by an Impaired Class, that the Plan does not discriminate unfairly
and is fair and equitable as to such Class; (ii) is feasible; and (iii) is in the best interests of Holders of Claims.
At the Confirmation Hearing, the Bankruptcy Court will determine whether the Plan satisfies the
requirements of section 1129 of the Bankruptcy Code. The Debtors believe that: (i) the Plan satisfies or will satisfy
all of the necessary statutory requirements of chapter 11; (ii) the Debtors have complied or will have complied with
all of the necessary requirements of chapter 11; and (iii) the Plan has been proposed in good faith.
B. Best Interests of Creditors/Liquidation Analysis
Often called the best interests test, section 1129(a)(7) of the Bankruptcy Code requires that a bankruptcy
court find, as a condition to confirmation, that a chapter 11 plan provides, with respect to each class, that each holder
of a claim or an equity interest in such class either (i) has accepted the plan or (ii) will receive or retain under the
plan property of a value that is not less than the amount that such holder would receive or retain if the debtor
liquidated under chapter 7.
The Debtors have attached hereto as Exhibit D, a liquidation analysis prepared by the Debtors
management with the assistance of FTI, the Debtors financial advisor.

C. Feasibility
Section 1129(a)(11) of the Bankruptcy Code requires that confirmation of the plan of reorganization is not
likely to be followed by the liquidation, or the need for further financial reorganization of the debtors, or any
successor to the debtors (unless such liquidation or reorganization is proposed in the plan of reorganization).
To determine whether the Plan meets this feasibility requirement, the Debtors have analyzed their ability to
meet their respective obligations under the Plan. As part of this analysis, the Debtors prepared the Projections, as set
forth on Exhibit C attached hereto.
D. Acceptance by Impaired Class
The Bankruptcy Code requires, as a condition to confirmation, that, except in certain circumstances, each
class of claims or equity interests that is impaired under a plan, accept the plan. A class that is not impaired under
a plan is deemed to have accepted the plan and, therefore, solicitation of acceptances with respect to such class is not
required.
11

Section 1126(c) of the Bankruptcy Code defines acceptance of a plan by a class of impaired claims as
acceptance by holders of at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of
allowed claims in that class, counting only those claims that actually voted to accept or to reject the plan. Thus, a
Class of Claims will have voted to accept the Plan only if two-thirds (2/3) in amount and a majority in number
actually voting cast their Ballots in favor of acceptance.
Section 1126(d) of the Bankruptcy Code defines acceptance of a plan by a class of impaired interests as
acceptance by holders of at least two-thirds (2/3) in dollar amount of allowed interests in that class, counting only

11
A class is impaired unless the plan: (a) leaves unaltered the legal, equitable and contractual rights to which the claim
or the equity interest entitles the holder of such claim or equity interest; or (b) cures any default, reinstates the original terms of
such obligation, compensates the holder for certain damages or losses, as applicable, and does not otherwise alter the legal,
equitable or contractual rights to which such claim or equity interest entitles the holder of such claim or equity interest.
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those interests that actually voted to accept or to reject the plan. Thus, a Class of Interests will have voted to accept
the Plan only if two-thirds (2/3) in amount actually voting cast their Ballots in favor of acceptance.

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XIII. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN
If the Plan is not consummated, the Debtors capital structure will remain highly leveraged and the Debtors
will remain unable to service their debt obligations or to cure defaults thereunder. Accordingly, if the Plan is not
confirmed and consummated, the alternatives include:
A. Liquidation Under Chapter 7
If no plan is confirmed, the Debtors may choose to file a case under chapter 7 of the Bankruptcy Code,
pursuant to which a trustee would be elected to liquidate the Debtors assets for distribution in accordance with the
priorities established by chapter 7 of the Bankruptcy Code. However, there is substantial doubt as to whether the
Chilean government or creditors not subject to the jurisdiction of the Bankruptcy Court would choose to respect
such a liquidation, and instead, the Debtors will likely file for a liquidation (quiebra) proceeding under Chilean law.
A discussion of the effects that a liquidation would have on the recoveries of holders of Claims and Equity Interests
is set forth in the Liquidation Analysis attached hereto as Exhibit D. For the reasons articulated in Article XI above,
the Debtors believe that a liquidation would result in lower aggregate distributions being made to Creditors and
Holders of the Senior Secured Notes than those provided in the Plan.
B. Alternative Plan(s) of Reorganization
The Debtors believe that failure to confirm the Plan will likely lead to expensive and protracted Chapter 11
Cases. In formulating and developing the Plan, the Debtors have explored numerous other alternatives and engaged
in an extensive negotiating process involving many different parties with widely disparate interests.
The Debtors believe that not only does the Plan fairly adjust the rights of various Classes of holders of
Claims and enable the holders of Claims to maximize their returns, but also that rejection of the Plan in favor of
some alternative method of reconciling the Claims and Interests will require, at the very least, an extensive and time
consuming process (including the possibility of protracted and costly litigation) and will not result in a better
recovery for any Class.
THE DEBTORS BELIEVE THAT CONFIRMATION OF THE PLAN IS PREFERABLE TO ANY
ALTERNATIVE BECAUSE THE PLAN MAXIMIZES THE AMOUNT OF DISTRIBUTIONS TO ALL
HOLDERS OF CLAIMS, AND ANY ALTERNATIVE TO CONFIRMATION OF THE PLAN WILL RESULT IN
SUBSTANTIAL DELAYS IN THE DISTRIBUTION OF ANY RECOVERIES. THEREFORE, THE DEBTORS
RECOMMEND THAT ALL HOLDERS OF IMPAIRED CLAIMS ENTITLED TO VOTE ON THE PLAN VOTE
TO ACCEPT THE PLAN.
C. Dismissal of the Debtors Chapter 11 Cases
Dismissal of the Debtors Chapter 11 Cases would have the effect of restoring (or attempting to restore) all
parties to the status quo ante. Upon dismissal of the Debtors Chapter 11 Cases, the Debtors would lose the
protection of the Bankruptcy Code, thereby requiring, at the very least, an extensive and time-consuming process of
negotiation with the Creditors, and possibly resulting in costly and protracted litigation in various jurisdictions.
Dismissal will also permit unpaid unsecured creditors to obtain and enforce judgments against the Debtors. The
Debtors believe that these actions would seriously undermine their ability to continue operations and may result in
the termination of the Concession Agreements by the Chilean government, which could lead ultimately to the
liquidation of the Debtors. Therefore, the Debtors believe that dismissal of the Debtors Chapter 11 Cases is not a
viable reorganizational alternative to the Plan. However, the Debtors may determine that a Chilean law liquidation
is necessary and advisable if the Plan cannot be consummated, in which circumstance the Debtors reserve their right
to seek dismissal of these Chapter 11 Cases.
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XIV. CERTAIN SECURITIES LAW MATTERS
A. Plan Securities
The Plan provides for the Reorganized Debtors to distribute New Notes to Qualified Holders of Claims in
Classes 1A-4A (the Plan Securities).
The Debtors believe that the Plan Securities constitute securities, as defined in section 2(a)(1) of the
Securities Act, section 101 of the Bankruptcy Code and all applicable state Blue Sky Laws. The Debtors further
believe that the offer and sale of the Plan Securities pursuant to the Plan are, and subsequent transfers of the Plan
Securities by the holders thereof will be, exempt from federal and state securities registration requirements under
various provisions of the Securities Act, the Bankruptcy Code and applicable state Blue Sky Laws.
Recipients of Plan Securities are advised to consult their own counsel as to their ability to freely trade such
securities without compliance with the registration requirements under the Securities Act and state Blue Sky Laws
or a valid exemption from such requirements.
B. Issuance and Resale of Plan Securities under the Plan
(i) Exemptions from Registration Requirements of the Securities Act and State Blue Sky Laws
The Debtors are relying on exemptions from the registration requirements of the Securities Act, including
section 4(a)(2) and Regulation S under the Securities Act to exempt the issuance of the New Notes from registration
under the Securities Act. Section 4(a)(2) of the Securities Act exempts from registration the sale of securities by an
issuer in a transaction not involving any public offering. Regulation S provides that offers and sales that occur
outside the United States are not considered offers or sales under the Securities Act. Accordingly, the New
Notes will only be offered to (i) Qualified Institutional Buyers, as such term is defined in Rule 144A under the
Securities Act, (ii) Accredited Investors, as such term is defined in Regulation D under the Securities Act and (iii)
persons (other than U.S. Persons) outside of the United States, as such terms are defined in Regulation S under the
Securities Act.
The Debtors are also relying on section 18(b)(4)(E) of the Securities Act to exempt from state securities
law requirements the offer of the Plan Securities that may be deemed to be made pursuant to the solicitation of votes
on the Plan. Section 18(b)(4)(E) provides, among other things, that state securities laws will not apply to securities
that are exempt from federal registration under Securities and Exchange Commission rules or regulations issued
under section 4(a)(2). The Debtors do not have any contract, arrangement or understanding relating to, and will not,
directly or indirectly, pay any commission or other remuneration to any broker, dealer, salesperson, agent or any
other person for soliciting votes to accept or reject the Plan. The Debtors have not authorized any person to provide
any information to holders of Senior Secured Notes relating to the solicitation of votes on the Plan other than to refer
the Holders of Senior Secured Notes to the information contained in this Disclosure Statement. In addition, no
broker, dealer, salesperson, agent or any other person, is engaged or authorized to express any statement, opinion,
recommendation or judgment with respect to the relative merits and risks of the Plan.
(ii) Resales of Plan Securities; Definition of Underwriter
Under current SEC interpretations, securities that are issued pursuant to Rule 4(a)(2) are restricted
securities. Plan Securities issued pursuant to section 4(a)(2) will therefore be restricted and recipients may resell
their Plan Securities subject to the provisions of Rule 144, absent registration or another appropriate exemption.
Recipients of Plan Securities issued pursuant to Regulation S that are not affiliates of the Reorganized Debtors
will receive Plan Securities that are not restricted and therefore may be sold without registration. Affiliates of the
Reorganized Debtors may resell their Plan Securities subject to the provisions of Rule 144, absent registration or
another appropriate exemption. Generally, Rule 144 of the Securities Act would permit the public sale of securities
issued pursuant to section 4(a)(2), if current information regarding the issuer is publicly available and certain other
conditions are met.
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Whether any particular Person would be deemed to be an Affiliate would depend upon various facts and
circumstances applicable to that Person. Accordingly, the Debtors express no view as to whether any Person would
be deemed an Affiliate with respect to the Plan Securities and, in turn, whether any Person may freely resell Plan
Securities. The Debtors recommend that potential recipients of Plan Securities consult their own counsel concerning
their ability to freely trade such securities without compliance with the Securities Act and applicable state Blue Sky
Laws.

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XV. CERTAIN CHILEAN AND UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF
THE PLAN
A. Introduction
The following discussion is a summary of certain Chilean and U.S. federal income tax consequences of the
Consummation of the Plan to the Debtors and to certain Holders of Allowed Claims. The following summary does
not address the Chilean or U.S. federal income tax consequences to Holders of Claims or Interests not entitled to
vote to accept or reject the Plan. This summary is based on the Internal Revenue Code of 1986, as amended (the
IRC), the U.S. Treasury Regulations promulgated thereunder, judicial authorities and published administrative
positions of the U.S. Internal Revenue Service (the IRS), and the Chilean Tax Law (El Cdigo Tributario de
Chile), and rules and regulations of Chile and other applicable authorities, all as in effect on the date of this
Disclosure Statement and all of which are subject to change or differing interpretations, possibly with retroactive
effect. Due to the lack of definitive judicial and administrative authority in a number of areas, substantial
uncertainty may exist with respect to some of the tax consequences described below. No opinion of counsel has
been obtained and the Debtors do not intend to seek a ruling from the IRS as to any of the tax consequences of the
Plan discussed below. The discussion below is not binding upon the IRS or the courts in the United States, or on the
Chilean Internal Tax Service (Servicio de Impuestos Internos) (the SSI) or the courts in Chile. No assurance can
be given that the IRS or the SSI would not assert, or that a court would not sustain, a different position than any
position discussed herein. This summary does not apply to Holders of Claims that (i) are not Foreign Holders or
(ii) are not U.S. Holders (each as defined below for purposes of this summary). This discussion does not purport
to address all aspects of U.S. federal income and Chilean taxation that may be relevant to the Debtors or to certain
Holders in light of their individual circumstances. This discussion does not address tax issues with respect to such
Holders subject to special treatment under the U.S. federal income tax laws (including, for example, banks,
governmental authorities or agencies, pass-through entities, subchapter S corporations, dealers and traders in
securities, insurance companies, financial institutions, tax-exempt organizations, small business investment
companies, foreign taxpayers, persons who are related to the Debtors within the meaning of the IRC, persons using a
mark-to-market method of accounting, Holders of Claims who are themselves in bankruptcy, and regulated
investment companies and those holding, or who will hold, Senior Secured Notes or New Notes, as part of a hedge,
straddle, conversion, or other integrated transaction). No aspect of state, local, estate, gift, or taxes other than
Chilean and U.S. federal taxation is addressed. Furthermore, this summary assumes that a Holder of a Claim holds a
Claim as a capital asset (within the meaning of Section 1221 of the IRC). Except as stated otherwise, this
summary also assumes that the various debt and other arrangements to which the Debtors are a party will be
respected for U.S. federal income tax purposes in accordance with their form.
ACCORDINGLY, THE FOLLOWING SUMMARY OF CERTAIN CHILEAN AND U.S.
FEDERAL INCOME TAX CONSEQUENCES IS FOR INFORMATIONAL PURPOSES ONLY AND IS
NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE BASED UPON THE
INDIVIDUAL CIRCUMSTANCES PERTAINING TO A HOLDER OF A CLAIM. ALL HOLDERS OF
CLAIMS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS FOR THE FEDERAL, STATE,
LOCAL, NON-CHILEAN AND NON-U.S. TAX CONSEQUENCES OF THE PLAN.
B. Certain U.S. Federal Income Tax Consequences of the Plan to the Debtors
The Debtors do not have a material income tax presence in the United States, and therefore any U.S. federal
income tax consequences to the Debtors as a result of the Plan are expected to be immaterial.
C. Certain Chilean Income Tax Consequences of the Plan to Holders of Allowed Claims
As used in this Disclosure Statement, the term Foreign Holder means a beneficial owner of an Allowed
Claim, that is:
an individual not resident or domiciled in Chile; or
a legal entity that is not organized under the laws of Chile, unless the New Notes are assigned to a
branch or an agent, representative or, permanent establishment of such entity in Chile.
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For purposes of Chilean taxation an individual is a resident of Chile if (x) such individual has resided in
Chile for more than six consecutive months in one calendar year, or a total of more than six consecutive months in
two consecutive fiscal years; or (y) he or she resides in Chile with the purpose of staying in Chile (such purpose to
be evidenced by circumstances such as the acceptance of employment in Chile or the relocation of ones family to
Chile).
(i) Taxation of Interest and Principal
Under the Chilean Tax Law, payments of interest made by us in respect of the New Notes to a Foreign
Holder will generally be subject to a Chilean withholding tax currently assessed at a rate of 4%.
The Debtors expect that the New Notes will not be subject to the special additional tax equal to the
difference between the withholding tax paid and a 35% tax rate. This special additional tax is imposed to the extent
interest is paid to entities related to a borrower, on the portion of our indebtedness considered to be excessive under
the Chilean Tax Law. The Depository Trust Company will be the holder of record of the Global Note, and
therefore, under the Chilean Tax Law, treated as the lender receiving the interest payments to be remitted abroad.
So long as the holder of the Global Note continues to be the an entity unrelated by stock ownership which is not
incorporated, domiciled or resident in a tax haven, as defined by the Chilean Financial authority based on the list
prepared by Organization for Economic Co-Operation and Development, it will not be deemed to be related to the
payor or debtor, and thus not subject to the special additional tax. This special additional tax is a tax imposed on a
borrower, and not on Foreign Holders.
(ii) Capitalized Interest
SII Ruling N3.173/2006 provides that the capitalization of accrued interest is not treated as a payment of
interest under the Chilean Tax Law. The Debtors intend to take the position that this ruling applies to the difference
between the principal amount of the New Notes and the principal amount of the Senior Secured Notes exchanged
therefor pursuant to the Plan, which is attributable to accrued interest on the Senior Secured Notes as of the
Effective Date. Therefore, under the Chilean Tax Law, the Debtors intend to take the position that capitalization of
accrued but unpaid interest on the Senior Secured Notes is not subject to withholding tax. However, the payment of
principal on the New Notes attributable to capitalized interest accrued on the Senior Secured Notes will be subject to
withholding tax when such amounts are actually or deemed to be paid..

(iii) Gross-Up of Interest Withholding
The Debtors have agreed, subject to specific exceptions and limitations, to pay Additional Amounts to the
Foreign Holders of the New Notes in respect of the Chilean withholding tax on interest in order that any interest or
premium the Foreign Holder receives, net of the Chilean withholding tax on interest, equals the amount which
would have been received by such Foreign Holder in the absence of such Chilean interest withholding tax. See
Description of the New Notes attached as Exhibit E hereto.
(iv) Taxation of Payments of Principal and Dispositions of the New Notes
Except as described above under Capitalized Interest, under Chilean Tax Law and regulations
thereunder, payments of principal made by us with respect to the Notes to a Foreign Holder will not be subject to
any Chilean taxes. Any capital gains realized on the sale or other disposition by a Foreign Holder of the Notes
generally will not be subject to any Chilean income taxes provided that the sale or other disposition of such Notes
will be effected outside of Chile by a Foreign Holder. Any premium payable on redemption of the Notes in excess
of their principal amount will be treated as interest and subject to the Chilean interest withholding tax as described
above.

(v) Taxation of Exchange of Senior Secured Notes Claims for New Notes
Except as described above under Capitalized Interest, under the Chilean Tax Law, no withholding or
other income taxes will be imposed on the exchange by a Foreign Holder of Senior Secured Notes Claims for New
Notes pursuant to the Plan.
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(vi) Transfer and Other Taxes
The Debtors expect that Alsacia will be subject to stamp tax at a rate of 0.4% on the portion of the principal
amount of the New Notes issued pursuant to the Plan constituting capitalized interest. The stamp tax is payable by
Alsacia, and not by Foreign Holders. There is no Chilean stamp, registration or similar taxes payable by a Foreign
Holder in connection with the New Notes. In addition, a Foreign Holder will not be liable for Chilean estate, gift,
inheritance or any similar tax with respect to the New Notes, unless such Notes (i) are located in Chile at the time of
such Foreign Holders death or (ii) were purchased or acquired with money obtained from Chilean sources.
D. Certain U.S. Federal Income Tax Consequences of the Plan to Holders of Allowed Claims
As used in this Disclosure Statement, a U.S. Holder means a beneficial owner of an Allowed Claim, that
is, for U.S. federal income tax purposes:
a citizen or individual resident of the United States;
a corporation (or entity treated as a corporation for such purposes) created or organized in or under
the laws of the United States, or any State thereof or the District of Columbia;
an estate the income of which is includible in its gross income for U.S. federal income tax
purposes without regard to its source; or
a trust, if either (x) it is subject to the primary supervision of a court within the United States and
one or more United States persons has the authority to control all substantial decisions of the
trust or (y) it has a valid election in effect under applicable U.S. Treasury regulations to be treated
as a United States person.
(i) Consequences to U.S. Holders of Senior Secured Notes
Pursuant to the Plan, each U.S. Holder of an Allowed Claim shall receive such U.S. Holders Pro Rata
share of the New Notes. Whether a U.S. Holder of an Allowed Claim recognizes gain or loss as a result of the
distribution of New Notes under the Plan (the Exchange) depends, in part, on whether the Exchange qualifies as a
significant modification, and whether, if the Exchange is a significant modification, the Exchange qualifies as a
tax-free recapitalization, which in turn depends on whether the New Notes and the Senior Secured Notes are treated
as securities for the reorganization provisions of the IRC.
(a) Significant Modification and Status of the New Notes
Under general principles of federal income tax law, a U.S. Holder realizes gain or loss if an issuer
exchanges an existing debt instrument for its new debt instrument if the new debt instrument differs materially either
in kind or in extent from the original debt instrument (a significant modification). A U.S. Holder does not realize
gain or loss in an exchange of a debt instrument for a new debt instrument that does not result in a significant
modification to the rights of a holder. Under applicable regulations, the Exchange results in a significant
modification if, based on all the facts and circumstances and taking into account all modifications of the debt
instrument collectively (other than modifications that are subject to special rules), the legal rights or obligations that
are altered and the degree to which they are altered are economically significant. In particular, the applicable
regulations provide that a modification that changes the timing of payments (including any resulting change in the
amount of payments) due under a debt instrument is a significant modification if it results in the material deferral of
scheduled payments. The deferral may occur either through an extension of the final maturity date of an instrument
or through a deferral of payments due prior to maturity. The materiality of the deferral depends on all the facts and
circumstances, including the length of the deferral, the original term of the instrument, the amounts of the payments
that are deferred, and the time period between the modification and the actual deferral of payments. The deferral of
one or more scheduled payments within a safe harbor period equal to the lesser of five years or 50 percent of the
original term of the instrument is not a material deferral provided that all deferred payments are unconditionally
payable no later than the end of the safe-harbor period. In this case, the safe harbor is not satisfied. Accordingly,
although the status of the Exchange as a significant modification is subject to uncertainty, taking into account all the
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relevant facts and circumstances, including that the safe harbor is not satisfied, the Debtors intend to take the
position that the Exchange constitutes a significant modification.
In addition, an exchange of a debt instrument for an instrument or property right that is not debt for U.S.
federal income tax purposes is a significant modification. Pursuant to the terms of the New Notes, the final payment
on the New Notes will be made on December 31, 2018, provided that if there is a Concession Extension or a Further
Concession Extension, the maturity of the New Notes shall be extended such that the principal amount that would
otherwise be due on December 31, 2018 will instead be due 90 days after the termination of the Concession
Agreement that expires last. The determination of whether an instrument is debt or equity for U.S. federal income
tax purposes is determined based on all the relevant facts and circumstances. The presence of a fixed maturity date
for repayment indicates a fixed obligation to repay and supports a debt characterization. The absence of the same,
however, indicates that repayment of the advance depends on the success of the business and favors an equity
finding. In this case, the Final Maturity Date is not fixed, accordingly a significant factor indicating debt
characterization is absent. However, other factors suggest that the New Notes are debt instruments, and the Debtors
expect that the Final Maturity Date will not be deferred indefinitely. Accordingly, though not free from doubt, the
Debtors intend to take the position, and this discussion assumes, that the New Notes be treated as debt instruments
for U.S. federal income tax purposes.
(b) Treatment of a Debt Instrument as a Security
The status of the Notes as securities is subject to uncertainty. Whether a financial instrument constitutes a
security for U.S. federal income tax purposes is determined based on all the relevant facts and circumstances. A
security represents a continuing interest in the affairs of a business. A security is contrasted with cash payments
or short-term debt instruments, which provide little exposure to the risks and rewards of a debt instrument. Many
authorities have held that the length of the term of a debt instrument is an important factor in determining whether
such instrument is a security for U.S. federal income tax purposes. These authorities have indicated that a term of
less than five (5) years is evidence that the instrument is not a security, whereas a term of ten (10) years or more is
evidence that it is a security. There are numerous other factors that could be taken into account in determining
whether a debt instrument is a security, including the security for payment, the creditworthiness of the obligor, the
subordination or lack thereof to other creditors, the right to vote or otherwise participate in the management of the
obligor, convertibility of the instrument into an equity interest of the obligor, whether payments of interest are fixed,
variable or contingent, and whether such payments are made on a current basis or accrued. The Senior Secured
Notes had an initial final maturity date approximately seven (7) years from the date of issuance, and an initial
weighted average maturity of between four (4) and five (5) years. As described above, the New Notes do not have a
fixed Final Maturity Date. The Debtors intend to take the position solely for U.S. federal income tax purposes that
the weighted average life of the New Notes would exceed five (5) years from the date of issuance of the Senior
Secured Notes. Accordingly, the Debtors believe there is a reasonable basis for treating the Senior Secured Notes
and the New Notes as securities.
(c) Treatment of a U.S. Holder of an Allowed Senior Secured Notes Claim if the
Exchange of its Claim is Treated as a Reorganization
If the Senior Secured Notes and New Notes are treated as securities for U.S. federal income tax purposes,
the exchange of a U.S. Holders Allowed Senior Secured Notes Claim for New Notes would be treated as a
recapitalization, and therefore a reorganization, under the IRC. In such case, a U.S. Holder would not recognize
gain or loss with respect to the exchange (except for amounts attributable to accrued interest). Such U.S. Holders
tax basis in its New Notes would be equal to the tax basis of the Allowed Senior Notes Claim surrendered therefor,
plus any amounts attributable to accrued interest. A U.S. Holders holding period for its New Notes would include
the holding period for the Allowed Senior Notes Claim; provided that the tax basis of the New Notes treated as
received in satisfaction of accrued interest would equal the amount of such accrued interest, and the holding period
for any such New Notes would not include the holding period of the Allowed Senior Notes Claim.
(d) Treatment of a U.S. Holder of an Allowed Senior Secured Notes Claim if the
Exchange of its Claim is not Treated as a Reorganization
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If the Senior Secured Notes or New Notes are not treated as securities for U.S. federal income tax
purposes, a U.S. Holder of such a claim would be treated as exchanging its allowed Senior Secured Notes for New
Notes in a fully taxable exchange. A U.S. Holder of an Allowed Senior Secured Notes Claim who is subject to this
treatment would recognize gain or loss equal to the difference between the issue price of the New Notes and the U.S.
Holders adjusted tax basis in the Allowed Senior Notes Claim. Subject to the discussions below of Accrued
Interest and Market Discount, such gain or loss will generally be capital gain or loss. A U.S. Holders tax basis in
the New Notes would equal their issue price. A U.S. Holders holding period for the New Notes received on the
Effective Date would begin on the day following the Effective Date.
(ii) Accrued Interest
To the extent that any amount received by a U.S. Holder of a surrendered Allowed Claim under the Plan is
attributable to accrued but unpaid interest and such amount has not previously been included in the U.S. Holders
gross income, such amount will be taxable to the U.S. Holder as ordinary interest income. Conversely, a U.S.
Holder of an Allowed Claim will generally recognize a deductible loss to the extent that any accrued interest on the
debt instruments constituting such Claim was previously included in the U.S. Holders gross income but was not
paid in full by the Debtors.
In general, the extent to which the consideration received by a U.S. Holder of an Allowed Claim will be
attributable to accrued interest on the Senior Secured Notes is unclear. Certain legislative history indicates that an
allocation of consideration as between principal and interest provided in a chapter 11 plan of reorganization is
binding for U.S. federal income tax purposes, while certain Treasury Regulations treat payments as allocated first to
any accrued but untaxed interest. The Plan provides, and Debtors intend to take the position that, consideration in
respect of Allowed Claims shall be allocated first to the principal amount of such Allowed Claims (as determined
for U.S. federal income tax purposes) and then, to the extent the consideration exceeds the principal amount of the
Claims, to accrued but unpaid interest. The IRS could, however, take a contrary position.
(iii) Foreign Tax Credits
Any gain or loss recognized by a U.S. Holder on the Exchange (if the Exchange does not qualify as a
recapitalization) generally should be treated as U.S.-source income or loss for U.S. foreign tax credit purposes.
Accrued interest income with respect to the Senior Secured Notes that is treated as paid as a result of the Exchange
(including accrued market discount not previously included in income by the U.S. Holder) will constitute income
from sources outside the United States and generally will constitute passive category income for U.S. foreign tax
credit purposes. Subject to significant limitations, a U.S. Holder generally will be entitled to a foreign tax credit
against its U.S. federal income tax liability in respect of any Chilean withholding taxes imposed on accrued interest.
Alternatively, if a U.S. Holder does not claim the benefits of the foreign tax credit in respect of any foreign income
taxes, a U.S. Holder is entitled to a deduction for Chilean withholding tax. The rules governing U.S. foreign tax
credits are complex, and a U.S. Holder is urged to consult its tax advisor regarding the application of the rules to its
particular circumstances.
(iv) Stated Interest and Additional Amounts on the New Notes
Subject to the discussion of contingent payment debt instruments below under Original Issue
Discount, the stated interest on the New Notes is expected to be qualified stated interest, which is stated interest
unconditionally payable in cash or property at least annually at a single fixed rate of interest. A U.S. Holder
generally must include in the U.S. Holders gross income for U.S. federal income tax purposes all qualified stated
interest with respect to the New Notes, and additional amounts thereon, if any, on account of non-U.S. withholding
taxes (in each case, without reduction for any such taxes withheld), at the time they are paid or accrued in
accordance with the U.S. Holders usual method of accounting for U.S. federal income tax purposes. Because a
U.S. Holders stated interest income (including excess stated interest) will not be reduced by the non-U.S. taxes
withheld, a U.S. Holder will generally be required to include more interest (or OID) in the U.S. Holders gross
income for U.S. federal income tax purposes than the U.S. Holder actually receives in cash interest.
However, a U.S. Holder may, subject to certain limitations, be eligible to claim the Chilean taxes withheld
as a credit for purposes of computing its U.S. federal income tax liability, even though the payment of these taxes
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will be remitted by us. Alternatively, if a U.S. Holder does not claim the benefits of the foreign tax credit in respect
of any foreign income taxes, a U.S. Holder is entitled to a deduction for Chilean withholding tax. Interest and
additional amounts paid on the New Notes will constitute income from sources without the United States for U.S.
foreign tax credit purposes. This foreign source income generally will constitute passive category income for U.S.
foreign tax credit purposes. The rules relating to the calculation and timing of foreign tax credits and, in the case of
a U.S. Holder that elects to deduct foreign taxes, the availability of deductions, involves the application of complex
rules that depend upon a U.S. Holders particular circumstances. U.S. Holders should consult with their own tax
advisors with regard to the availability of a credit or deduction in respect of foreign taxes and, in particular, the
application of the foreign tax credit rules to their particular situations.
(v) Issue Price
The issue price of the New Notes will depend on whether the Senior Secured Notes or the New Notes are
considered, for U.S. federal income tax purposes, to be traded on an established market. If the New Notes are
considered to be traded on an established market, the issue price of the New Notes for U.S. federal income tax
purposes would be the fair market value of the New Notes on the date of the Exchange. If the New Notes are not
considered to be traded on an established market but the Senior Secured Notes are considered to be traded on an
established market, the issue price of the Senior Secured Notes would be the fair market value, on the date of the
exchange, of the portion of the Senior Secured Notes exchanged for the New Notes. If neither the Senior Secured
Notes nor the New Notes are considered to be traded on an established market, the issue price of the New Notes
would be their stated principal amount. Although not free from doubt, the Debtors believe that it is likely that both
the Senior Secured Notes and the New Notes will be considered to be traded on an established market at the time of
the exchange, and, therefore, that the issue price of the New Notes will be the fair market value of such notes on the
date of the exchange. The Debtors determination whether the New Notes are considered to be traded on an
established market and, if so, the issue price of the New Notes, is binding on each U.S. Holder unless it explicitly
discloses to the IRS, on its timely filed U.S. federal income tax return for the taxable year that includes the date of
the exchange, that its determination is different from the Debtors, the reason for its different determination, and, if
appropriate, how it determined the issue price. The Debtors will notify the Trustee of their determination of the
issue price, and the Trustee will make such determination available to Holders within 90 days of the Effective Date.
(vi) Original Issue Discount
A New Note will have OID to the extent the issue price of such New Notes (determined as described above
under Issue Price) is less than its stated redemption price at maturity, subject to a statutory de minimis
exception. The stated redemption price at maturity of a New Note will equal the sum of all payments required under
the note other than payments of qualified stated interest. A U.S. Holder (whether a cash or accrual method taxpayer)
generally will be required to include in gross income (as ordinary income) any OID as the OID accrues (on a
constant yield to maturity basis), before the U.S. Holders receipt of cash payments attributable to such OID. The
New Notes provide for multiple installments of principal payable prior to the Final Maturity Date. The IRS has
requested comments regarding the treatment of debt instruments subject to contingencies solely with respect to the
timing of payments; however, to date the IRS has not provided definitive guidance on the tax treatment of such
instruments. A U.S. Holder should consult its tax advisor to determine the appropriate amount of OID to accrue in
each period, taking into account payments of principal prior to the Final Maturity Date.
In addition, because payments on the New Notes are subject to contingencies as to the timing of payments,
it is possible the IRS could take the position that the New Notes are contingent payment debt instruments. In that
event, the timing and character of income, gain or loss recognized with respect to the New Notes would be
materially different from that summarized above. In general, a U.S. Holders would be required to accrue all income
on the New Notes (including stated interest and additional amounts thereon) based on the Alsacias normal cost of
funds, subject to later adjustment to reflect differences between the accrued and actual income amounts, and all
income from the New Notes (including gains on sale) would be ordinary interest income. U.S. Holders of the New
Notes should, in consultation with their tax advisors, carefully consider the potential U.S. income tax
characterization of the New Notes and the potential consequences thereof.
If a U.S. Holder has acquisition premium with respect to the New Notes (i.e., if such U.S. Holders
adjusted tax basis immediately after the exchange is greater than the New Notes issue price, and less than the New
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Notes stated redemption price at maturity), the amount of OID that such U.S. Holder would include in gross income
would be reduced to reflect the acquisition premium. This situation could arise if the Exchange is treated as a
recapitalization for U.S. federal income tax purposes and a U.S. Holder acquired its Senior Secured Notes for an
amount greater than the issue price of the New Notes.
The rules regarding OID are complex. A U.S. Holder should consult their own tax advisors regarding the
consequences of OID, including the amount of OID that such U.S. Holder would include in gross income for a
taxable year.
(vii) Market Discount
Under the market discount provisions of Sections 1276 through 1278 of the IRC, some or all of any gain
realized by a U.S. Holder exchanging Senior Secured Notes for constituting its Allowed Claim may be treated as
ordinary income (instead of capital gain), to the extent of the amount of market discount on the debt constituting
the surrendered Allowed Claim.
In general, a debt instrument is considered to have been acquired with market discount if it is or is treated
as acquired other than on original issue and if the U.S. Holders adjusted tax basis in the debt instrument is less than
(a) the sum of all remaining payments to be made on the debt instrument, excluding qualified stated interest or, (b)
in the case of a debt instrument issued with OID (as described above), its adjusted issue price, by at least a de
minimis amount.
Any gain recognized by a U.S. Holder on the taxable disposition (determined as described below) of debts
that it acquired with market discount will generally be treated as ordinary income to the extent of the market
discount that accrued thereon while such debts were considered to be held by the U.S. Holder (unless the U.S.
Holder elected to include market discount in income as it accrued). To the extent that the surrendered debts that had
been acquired with market discount are exchanged in a tax-free or other reorganization transaction for other property
(as may occur here), any market discount that accrued on such debts but was not recognized by the U.S. Holder may
be required to be carried over to the property received therefor and any gain recognized on the subsequent sale,
exchange, redemption or other disposition of such property may be treated as ordinary income to the extent of the
accrued but unrecognized market discount with respect to the exchanged debt instrument.
If a U.S. Holder held Senior Secured Notes with market discount, the rules described above under
Issue Price and Original Issue Discount generally will result in OID (and not market discount) with respect to
the portion of such discount attributable to the difference between the issue price of such New Notes the New Notes
stated redemption price at maturity. U.S. Holders should consult their own tax advisors to determine the U.S.
federal income tax consequences of OID and market discount, if any, on their New Notes.
(viii) Amortizable Bond Premium
If a U.S. Holder has an adjusted tax basis in its New Notes immediately after the exchange which exceeds
the stated principal amount of its New Notes, the U.S. Holder would be considered to have amortizable bond
premium equal to such excess, and such U.S. Holder would not be required to include any OID in gross income in
respect of the New Notes. In general, a U.S. Holder may elect to amortize this premium using a constant yield
method over the term of the New Notes. However, special rules may apply in the case of notes, like the New Notes,
that are subject to optional redemption, and, in the case of the New Notes, these rules are likely to cause no portion
of the premium on the New Notes to be amortizable. U.S. Holders should consult their own tax advisor regarding
the availability of an election to amortize bond premium for U.S. federal income tax purposes.
(ix) Sale, Exchange, or Other Taxable Disposition of New Notes
Unless a non-recognition provision applies and subject to the discussion above with respect to market
discount, upon the sale, exchange or other taxable disposition of its New Notes, a U.S. Holder will generally
recognize taxable gain or loss equal to the difference between the amount realized on the disposition (except
amounts attributable to accrued but unpaid interest on New Notes, which amounts will be treated as ordinary interest
income to the extent not previously included in the U.S. Holders income) and the U.S. Holders adjusted tax basis
in the New Notes immediately before the disposition. The adjusted tax basis of the New Notes generally will equal
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the U.S. Holders initial tax basis in the New Notes calculated as described above, increased by any market discount
and OID includible in income by the U.S. Holder with respect to the New Notes, and reduced by any premium
amortized by such U.S. Holder with respect to the New Notes. For these purposes, the amount realized does not
include amounts attributable to accrued interest. Except to the extent of any accrued market discount on the New
Notes not previously included in income by the U.S. Holder, with respect to which any gain will be treated as
ordinary income, gain or loss realized on the sale, exchange or other taxable disposition of a New Note will
generally be capital gain or loss and will be long-term capital gain or loss if at the time of the sale, exchange or other
taxable disposition the New Note has been held by the U.S. Holder for more than one (1) year. Certain non-
corporate U.S. Holders (including individuals) are eligible for reduced rates of taxation on long-term capital gains
under current law. There are limitations on the deductibility of capital losses.
(x) Withholding and Reporting
The Trustee and Paying Agent will withhold all amounts required by law to be withheld from payments of
interest. The Trustee and Paying Agent will comply with all applicable reporting requirements of the IRC. In
general, information reporting requirements may apply to distributions or payments made to a U.S. Holder of a
claim. Additionally, backup withholding, currently at a rate of 28%, will generally apply to such payments if a U.S.
Holder fails to provide an accurate taxpayer identification number or otherwise fails to comply with the applicable
requirements of the backup withholding rules. Any amounts withheld under the backup withholding rules will be
allowed as a credit against such U.S. Holders U.S. federal income tax liability and may entitle such U.S. Holder to a
refund from the IRS, provided that the required information is provided to the IRS.
In addition, from an information reporting perspective, U.S. Treasury Regulations generally require
disclosure by a taxpayer on its U.S. federal income tax return of certain types of transactions in which the taxpayer
participated, including, among other types of transactions, certain transactions that result in the taxpayers claiming
a loss in excess of specified thresholds. U.S. Holders are urged to consult their tax advisors regarding these
regulations and whether the transactions contemplated by the Plan would be subject to these regulations and require
disclosure on the U.S. Holders tax returns.
(xi) Medicare Tax
A U.S. Holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is
exempt from such tax, will be subject to a 3.8% tax on the lesser of (1) the U.S. Holders net investment income
(in the case of individuals) or undistributed net investment income (in the case of estates and trusts) for the
relevant taxable year and (2) the excess of the U.S. Holders modified adjusted gross income (in the case of
individuals) or adjusted gross income (in the case of estates and trusts) for the taxable year over a certain threshold
(which in the case of individuals will be between $125,000 and $250,000, depending on the individuals
circumstances). A U.S. Holders net investment income generally will include its interest income on the New Notes
and its net gains from the disposition of the New Notes, unless such interest income or net gains are derived in the
ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or
trading activities). U.S. Holders that are individuals, estates or trusts should consult their own tax advisors regarding
the applicability of the Medicare tax to their income and gains in respect of the New Notes.
THE FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN ARE COMPLEX. THE
FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF CHILEAN AND U.S. FEDERAL
INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR HOLDER IN LIGHT OF SUCH
HOLDERS CIRCUMSTANCES AND INCOME TAX SITUATION. ALL HOLDERS OF CLAIMS AND
INTERESTS SHOULD CONSULT WITH THEIR TAX ADVISORS AS TO THE PARTICULAR TAX
CONSEQUENCES TO THEM OF THE TRANSACTIONS CONTEMPLATED BY THE PLAN,
INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, NON-CHILEAN OR
NON-U.S. TAX LAWS, AND OF ANY CHANGE IN APPLICABLE TAX LAWS.
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XVI. REGULATORY APPROVALS REQUIRED TO APPROVE THIS TRANSACTION
The Debtors are subject to significant ongoing regulatory approvals in order to operate their businesses.
These approvals primarily relate to Alsacias and Express Concession Agreements. The Debtors businesses are
entirely dependent upon the ability to secure and maintain these concessions, without which the Debtors would be
unable to provide bus transportation services in Santiago, Chile. In order to do so, the Debtors must comply on an
ongoing basis with certain conditions, including technical and financial requirements, restrictions relating to
ownership and transfer of ownership and disclosure obligations. Failure to comply with these conditions may trigger
termination of the Concession Agreements. See Overview of the Concession Agreements, below.
The Debtors are also subject to Chilean regulations related to worker health and safety, traffic rules and
other ongoing regulatory requirements.
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XVII. SOLICITATION AND VOTING PROCEDURES
A. The Solicitation Package
The following materials constitute the solicitation package (the Solicitation Package) distributed to
Holders of Claims entitled to vote to accept or reject the Plan:
the appropriate Ballots or Master Ballots
12
and applicable Voting Instructions;
a pre-addressed, postage pre-paid return envelope; and
a paper copy or in .pdf format on a CD-ROM, at the Debtors discretion, containing
this Disclosure Statement with all exhibits, including the Plan, and any other supplements
or amendments to these documents.
Holders of Claims in Classes 1A-4A shall be served with physical copies and by electronic mail, if
available, of the Solicitation Package. Any party who desires additional or paper copies of these documents
may request copies from the Balloting Agent by (i) writing to Alsacia Ballot Processing, c/o Prime Clerk LLC,
830 Third Avenue, 9th Floor, New York, NY 10022; (ii) calling U.S. Toll Free: 844-276-3029 or International
Toll: +1 917-258-4616; or (iii) emailing alsaciaballoting@primeclerk.com.
Prior to the Confirmation Hearing, the Debtors intend to file the Plan Supplement. As the Plan Supplement
is updated or otherwise modified, such modified or updated documents will be made available on the Debtors
restructuring website. The Debtors will not serve paper or CD-ROM copies of the Plan Supplement; however,
parties may obtain a copy of the Plan Supplement from the Claims and Solicitation Agent by: (i) calling U.S. Toll
Free: 844-276-3029 or International Toll: +1 917-258-4616; (ii) visiting the Debtors restructuring website,
https://cases.primeclerk.com/alsacia; (iii) emailing alsaciaballoting@primeclerk.com; and/or (iv) writing to Alsacia
Ballot Processing, c/o Prime Clerk LLC, 830 Third Avenue, 9th Floor, New York, NY 10022.
B. Voting Deadline
The period during which Ballots and Master Ballots with respect to the Plan will be accepted by the
Debtors will terminate at 5:00 p.m. (Prevailing Eastern Time) on October 10, 2014. Except to the extent the Debtors
so determine, subject to the prior consent of the Requisite Consenting Senior Secured Noteholders or as permitted
by the Bankruptcy Court, Ballots and Master Ballots that are received after the Voting Deadline may not be counted
or otherwise used by the Debtors in connection with the Debtors request for Confirmation of the Plan (or any
permitted modification thereof).
The Debtors reserve the right, subject to the prior consent of the Requisite Consenting Senior Secured
Noteholders, at any time or from time to time, to extend the period of time (on a daily basis, if necessary) during
which Ballots and Master Ballots will be accepted for any reason, including determining whether or not the requisite
number of acceptances have been received, by making a public announcement of such extension no later than the
first Business Day next succeeding the previously announced Voting Deadline. The Debtors will give notice of any
such extension in a manner deemed reasonable to the Debtors in their discretion. There can be no assurance that the
Debtors will exercise their right to extend the Voting Deadline.
C. Voting Instructions
Only the Holders of Claims in Classes 1A-4A as of the Voting Record Date are entitled to vote to accept or
reject the Plan. Beneficial Owners of the Debtors Senior Secured Notes who hold their position through a nominee
(the Nominee) will receive Ballots from Nominees, and such Beneficial Owners will be instructed to comply with

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In accordance with customary practice, the Master Ballot(s) will be served approximately seven (7) days
after the initial distribution of the Solicitation Packages.
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the return instructions provided by the Nominee. It is important to follow the specific instructions provided on each
Ballot or Master Ballot, as applicable. Master Ballots should be sent to the Balloting Agent on or before the Voting
Deadline as indicated below.
The Debtors are providing the Solicitation Package to Holders of Claims in Classes 1A-4A and their
Nominees whose names appear as of the Voting Record Date in the records maintained by the Depository Trust
Company.
The Debtors have engaged Prime Clerk as the Balloting Agent to assist in the balloting and tabulation
process. The Balloting Agent will process and tabulate Ballots and Master Ballots for each Class entitled to vote to
accept or reject the Plan and will file the Voting Report as soon as practicable after the Petition Date, which Voting
Report may be supplemented after being filed.
The deadline by which the Balloting Agent must receive your Nominees Master Ballot is 5:00 p.m.
(prevailing Eastern Time) on October 10, 2014.
Any Ballot or Master Ballot that is properly executed, but which does not clearly indicate an
acceptance or rejection of the Plan or which indicates both an acceptance and a rejection of the Plan, shall
not be counted.
All Ballots are accompanied by return envelopes. It is important to follow the specific instructions
provided on each Ballot. All Ballots and Master Ballots must be properly executed, completed and delivered
to the Balloting Agent, so as to be actually received on or before the Voting Deadline by using the envelope
provided, or by delivery as follows:
BALLOTS AND MASTER BALLOTS
If sent in the envelope provided or otherwise by First Class Mail, Overnight Courier or
Hand Delivery:
Alsacia Ballot Processing
c/o Prime Clerk LLC
830 Third Avenue, 9th Floor
New York, NY 10022
If sent by Electronic Mail:

alsaciaballoting@primeclerk.com

If you choose electronic mail as your return method, you should NOT return the original
hard copy as well.

(i) Note to Holders of Claims in Classes 1A-4A.
(a) Certification.
By signing and returning a Ballot or Master Ballot, each Holder of a Claim in Classes 1A-4A a will be
certifying to the Bankruptcy Court and the Debtors that, among other things:
the Holder has received and reviewed a copy of the Disclosure Statement and Solicitation
Package and acknowledges that the solicitation is being made pursuant to the terms and
conditions set forth therein;
the Holder has not relied on any statement made or other information received from any
person with respect to the Plan other than the information contained in the Solicitation
Package or other publicly available materials;
the Holder has cast the same vote with respect to all Claims in Classes 1A-4A; and
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no other Ballots or Master Ballots with respect to the same Claim have been cast, or, if
any other Ballots or Master Ballots have been cast with respect to such Claim, then any
such Ballots or Master Ballots are thereby revoked, in accordance with the procedures set
forth herein.
(b) Beneficial Owners.
Any Beneficial Owner holding a Claim in Classes 1A-4A as of the Voting Record Date may vote on the
Plan by one of the following two methods (as selected by such Beneficial Owners Nominee):
Complete and sign the enclosed Ballot. Return the Ballot to the Nominee as promptly as
possible and in sufficient time to allow such Nominee to process the Ballot and return it
to the Balloting Agent on a Master Ballot by the Voting Deadline. If no self-addressed,
postage pre-paid envelope was enclosed for this purpose, the Nominee must be contacted
for instructions. If it is your custom to communicate with your Nominee by other means
such as email, facsimile, internet or telephone, then your Nominee may accept your
voting instructions by such means.
Complete and sign the pre-validated Ballot (as described below) provided to the Holder
by the Nominee. The Holder will then return the pre-validated Ballot to the Balloting
Agent by the Voting Deadline using the enclosed self-addressed, postage pre-paid
envelope.
Any Ballot returned to a Nominee by a Beneficial Owner described in this section will not be counted for
purposes of acceptance or rejection of the Plan until such Nominee properly completes and delivers to the Balloting
Agent that Ballot (properly validated) or a Master Ballot that reflects the vote of such Beneficial Owner.
If any Beneficial Owner holds Claims through more than one Nominee, such Beneficial Owner should
execute a separate Ballot for each Nominee and complete Item 4 of each Ballot. The Balloting Agent may validate
the Ballot with the Nominees and by voting, the Beneficial Owner directs the Nominees to provide any information
requested to make such validation.
(c) Releases.
Each Ballot provides that if the Holder of Senior Secured Notes Claims returns a Ballot and votes to accept
the Plan or votes to reject or abstain from voting on the Plan and does not affirmatively opt out of the release
provisions of Section 8.4 of the Plan, such Holder shall be deemed to have conclusively, absolutely, unconditionally,
irrevocably and forever released and discharged all Claims and all causes of action (as set forth in the Plan) against
the Released Parties.
(d) Nominees.
A Nominee that on the Voting Record Date is the record Holder in street name of Claims for a Beneficial
Owner should obtain the vote of such Beneficial Owner of such Claims.
(i) Pre-validated Ballots.
A Nominee may pre-validate a Ballot by: (a) signing the Ballot and providing the Nominees DTC
Participant Number in Item 6 of the Ballot; (b) indicating the Beneficial Owners account number and the amount of
Senior Secured Notes that the Nominee holds in respect of such Beneficial Owner in Item 1 of the Ballot; and (c)
forwarding such Ballot together with the Solicitation Package and other materials requested to be forwarded, to such
Beneficial Owner for voting. The Beneficial Owner must then review and complete the information requested in the
Ballot, and return the Ballot directly to the Balloting Agent in the pre-addressed, postage pre-paid envelope (or as
otherwise noted above) so that it is received by the Balloting Agent before the Voting Deadline. A list of the
Beneficial Owners to whom pre-validated Ballots were delivered should be maintained by the Nominee for
inspection for at least one (1) year from the Effective Date of the Plan.
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93
(ii) Master Ballots.
A Nominee may obtain the votes of Beneficial Owners by forwarding to the Beneficial Owners the
unsigned Ballots, together with the Disclosure Statement, a return envelope provided by, and addressed to, the
Nominee, and other materials requested to be forwarded. Each such Beneficial Owner must then indicate its vote on
the Ballot, review and complete the information requested in the Ballot, execute the Ballot, and return the Ballot to
the Nominee, or, according to the customary practices of the parties, a Beneficial Owner may communicate voting
instructions to the Nominee by other means, such as email, facsimile, internet or telephone. After collecting the
Ballots or voting instructions, the Nominee should, in turn, complete a Master Ballot compiling the votes and other
information from the Ballot, execute the Master Ballot and deliver the Master Ballot to the Balloting Agent so that it
is received by the Balloting Agent before the Voting Deadline. All Ballots and evidence of voting instructions
returned by Beneficial Owners should be retained by Nominees for a period of one year after the Effective Date of
the Plan and should be produced upon written request of the Debtors or by order of the Bankruptcy Court.
Each Nominee should advise its Beneficial Owners to return their Ballots or voting instructions to the
Nominee by a date calculated by the Nominee to allow it to prepare and return the Master Ballot to the
Balloting Agent so that it is received by the Balloting Agent before the Voting Deadline.
D. Voting Tabulation
The Ballot and/or Master Ballot do not constitute, and shall not be deemed to be, a Proof of Claim or an
assertion or admission of a Claim or Interest. Only Holders of Claims in the voting Class shall be entitled to vote
with regard to such Claims.
Unless the Debtors decide otherwise, Ballots and Master Ballots received after the Voting Deadline may
not be counted. Except as otherwise provided in the solicitation procedures, a Ballot or Master Ballot will be
deemed delivered only when the Balloting Agent actually receives the executed Ballot or Master Ballot as instructed
in the Voting Instructions. No Ballot or Master Ballot should be sent to the Debtors, the Debtors agents (other than
the Balloting Agent) or the Debtors financial or legal advisors. The Debtors expressly reserve the right to amend
from time to time the terms of the Plan (subject to compliance with the requirements of section 1127 of the
Bankruptcy Code and the terms of the Plan and the RPSA regarding modifications). The Bankruptcy Code may
require the Debtors to disseminate additional Solicitation Packages if the Debtors make material changes to the
terms of the Plan or if the Debtors waive a material condition to Plan Confirmation. In that event, the solicitation
will be extended to the extent directed by the Bankruptcy Court. To the extent there are multiple Claims within
Classes, the Debtors may, in their discretion, and to the extent possible, aggregate the Claims of any particular
Holder within a Class for the purpose of counting votes.
In the event a designation of lack of good faith is requested by a party in interest under section 1126(e) of
the Bankruptcy Code, the Bankruptcy Court will determine whether any vote to accept and/or reject the Plan cast
with respect to that Claim will be counted for purposes of determining whether the Plan has been accepted and/or
rejected.
The following additional procedures shall apply with respect to tabulating Master Ballots:
votes cast by holders of public securities through Nominees will be applied
to the applicable positions held by such Nominees as of the Voting Record
Date, as evidenced by the record and depository listings. Votes submitted
by a Nominee shall not be counted in excess of the amount of public
securities held by such Nominee as of the Voting Record Date;
if conflicting votes or over-votes are submitted by a Nominee, the
Balloting Agent shall use reasonable efforts to reconcile discrepancies with
the Nominee;
if over-votes are submitted by a Nominee that are not reconciled prior to the
preparation of the certification of vote results, the votes to accept and to
reject the Plan shall be approved in the same proportion as the votes to
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accept and to reject the Plan submitted by the Nominee, but only to the
extent of the Nominees Voting Record Date position in the public
securities;
for the purposes of tabulating votes, each Beneficial Owner shall be deemed
(regardless of whether such holder includes interest in the amount voted on
its Ballot) to have voted only the principal amount of its public securities;
any principal amounts thus voted may be thereafter adjusted by the
Balloting Agent, on a proportionate basis with a view to the amount of
securities actually voted, to reflect the corresponding claim amount,
including any accrued but unpaid prepetition interest, with respect to the
securities thus voted; and
the following Ballots will not be counted in determining the acceptance or
rejection of the Plan: (a) any Ballot that is illegible or contains insufficient
information to permit the identification of the Holder; (b) any Ballot cast by
a Person or Entity that does not hold a Claim that is entitled to vote on the
Plan; (c) any unsigned Ballot; (d) any Ballot not marked to accept or reject
the Plan, or marked both to accept and reject the Plan; (e) any Ballot
received after the Voting Deadline, unless otherwise determined by the
Debtors; and (f) any Ballot submitted by a party not entitled to cast a vote
with respect to the Plan.
The Balloting Agent will file with the Bankruptcy Court, as soon as practicable after the Petition Date, the
Voting Report prepared by the Balloting Agent; provided, however, that the Balloting Agent will file a supplemental
Voting Report after the Voting Deadline, if necessary. The Voting Report shall, among other things, delineate every
Ballot or Master Ballot that does not conform to the Voting Instructions or that contains any form of irregularity
(each, an Irregular Ballot), including, but not limited to, those Ballots or Master Ballots that are late or (in whole
or in material part) illegible, unidentifiable, lacking signatures or lacking necessary information or damaged. The
Balloting Agent will attempt to reconcile the amount of any Claim reported on a Ballot or Master Ballot with the
records of the applicable Nominee, if applicable, or in the alternative with the Debtors records, but in the event such
amount cannot be timely reconciled without undue effort on the part of the Balloting Agent, the amount shown in
the records of the Nominee, if applicable, or the Debtors records shall govern. The Voting Report also shall
indicate the Debtors intentions with regard to such Irregular Ballots. Neither the Debtors nor any other Person or
Entity will be under any duty to provide notification of defects or irregularities with respect to delivered Ballots or
Master Ballots other than as provided in the Voting Report, nor will any of them incur any liability for failure to
provide such notification.
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XVIII. RECOMMENDATION
The Debtors believe the Plan is in the best interest of all creditors and urge the Holders of Claims entitled
to vote to accept the Plan and to evidence such acceptance by returning their Ballots and Master Ballots so they will
be received by the Balloting Agent no later than October 10, 2014.

Dated: September 15, 2014
Respectfully submitted,

Inversiones Alsacia S.A.
(on behalf of itself and each of the Debtors)
By:/s/ Jose Ferrer Fernandez
Name: Jose Ferrer Fernandez
Title: Chief Executive Officer
Prepared by:

1 Liberty Plaza

Telephone: (212) 225-2000
Facsimile: (212) 225-3999

Proposed Counsel for the
Debtors and Debtors in Possession
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Exhibit A

Restructuring Plan

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SOUTHERN DISTRICT OF NEW YORK

)
In re: ) Chapter 11
)
INVERSIONES ALSACIA S.A., et al., )
)
Case No. 14-[___] ([___])
)
Debtors. ) Joint Administration Requested
)

DEBTORS JOINT PREPACKAGED CHAPTER 11 PLAN

Lisa M. Schweitzer
One Liberty Plaza
Telephone: (212) 225-2000
Facsimile: (212) 225-3999

Proposed Counsel to the Debtors and Debtors in Possession
Dated: [], 2014

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TABLE OF CONTENTS

Page

ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME,
GOVERNING LAW, AND OTHER REFERENCES .................................................................... 1
1.1 Defined Terms ................................................................................................................................ 1
1.2 Rules of Interpretation .................................................................................................................. 11
1.3 Computation of Time .................................................................................................................... 11
1.4 Governing Law ............................................................................................................................. 11
1.5 Reference to Monetary Figures ..................................................................................................... 11
1.6 Reference to the Debtors or the Reorganized Debtors .................................................................. 11
ARTICLE II ADMINISTRATIVE AND PRIORITY CLAIMS ............................................................................... 12
2.1 Administrative Claims .................................................................................................................. 12
2.2 Professional Claims....................................................................................................................... 12
2.3 Priority Tax Claims ....................................................................................................................... 12
2.4 Costs and Expenses of Collateral Trustees, Trustee, Paying Agent and Ad Hoc Group
Advisors ........................................................................................................................................ 13
ARTICLE III CLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS AND INTERESTS .................. 13
3.1 The Debtors ................................................................................................................................... 13
3.2 Classification of Claims and Interests ........................................................................................... 14
3.3 Treatment of Classes of Claims and Interests ............................................................................... 14
3.4 Special Provision Governing Unimpaired Claims ........................................................................ 17
ARTICLE IV PROVISIONS FOR IMPLEMENTATION OF THE PLAN ............................................................. 17
4.1 General Settlement of Claims ....................................................................................................... 17
4.2 Subordination ................................................................................................................................ 17
4.3 Sources of Cash for Plan Distributions ......................................................................................... 17
4.4 Issuance of the New Notes ............................................................................................................ 17
4.5 Vesting of Assets in the Reorganized Debtors .............................................................................. 18
4.6 Discharge from Notes, Instruments, Certificates, and Other Documents...................................... 18
4.7 Execution of Plan Documents ....................................................................................................... 19
4.8 Corporate Action ........................................................................................................................... 19
4.9 New Corporate Governance Documents ....................................................................................... 19
4.10 Effectuating Documents; Further Transactions ............................................................................. 19
4.11 Section 1146(a) Exemption ........................................................................................................... 20
4.12 Managers, Directors and Officers ................................................................................................. 20
4.13 Incentive Plans and Employee and Retiree Benefits ..................................................................... 20
4.14 Preservation of Rights of Action ................................................................................................... 20
ARTICLE V TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES ............................. 21
5.1 Assumption of Executory Contracts and Unexpired Leases ......................................................... 21
5.2 Cure of Defaults and Objections to Cure and Assumption ........................................................... 21
5.3 Pre-existing Payment and Other Obligations ................................................................................ 22
5.4 Rejection Damages Claims and Objections to Rejections ............................................................ 22
5.5 Contracts and Leases Entered Into After the Petition Date ........................................................... 22
5.6 Reservation of Rights .................................................................................................................... 23
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TABLE OF CONTENTS
(continued)
Page

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ARTICLE VI PROVISIONS GOVERNING DISTRIBUTIONS ............................................................................. 23
6.1 Distributions on Account of Claims Allowed as of the Effective Date ......................................... 23
6.2 Special Rules for Distributions to Holders of Disputed Claims .................................................... 23
6.3 Disbursing Agent .......................................................................................................................... 23
6.4 Distributions on Account of Senior Secured Notes Claims .......................................................... 24
6.5 Book Entry Transfer: ATOP ......................................................................................................... 26
6.6 Letter of Transmittal ..................................................................................................................... 26
6.7 Delivery of Distributions and Undeliverable or Unclaimed Distributions .................................... 26
6.8 Claims Paid or Payable by Third Parties ....................................................................................... 28
6.9 Setoffs ........................................................................................................................................... 29
6.10 Allocation Between Principal and Accrued Interest ..................................................................... 29
ARTICLE VII PROCEDURES FOR RESOLVING DISPUTED CLAIMS............................................................. 29
7.1 Disputed Claims ............................................................................................................................ 29
7.2 Resolution of Disputed Claims ..................................................................................................... 30
7.3 Estimation of Claims ..................................................................................................................... 30
7.4 No Interest ..................................................................................................................................... 30
7.5 No Distributions Pending Allowance ............................................................................................ 30
7.6 Disallowance of Claims and Interests ........................................................................................... 31
ARTICLE VIII EFFECT OF CONFIRMATION OF THE PLAN ........................................................................... 31
8.1 Compromise and Settlement of Claims, Interests, and Controversies .......................................... 31
8.2 Discharge of Claims and Termination of Interests ........................................................................ 31
8.3 Releases by the Debtors ................................................................................................................ 31
8.4 Releases by Releasing Parties ....................................................................................................... 32
8.5 Exculpation ................................................................................................................................... 33
8.6 Injunction ...................................................................................................................................... 33
8.7 Protection Against Discriminatory Treatment .............................................................................. 33
8.8 Indemnification ............................................................................................................................. 34
8.9 Recoupment .................................................................................................................................. 34
8.10 Release of Liens ............................................................................................................................ 34
8.11 Reimbursement or Contribution .................................................................................................... 34
ARTICLE IX CONDITIONS PRECEDENT TO THE EFFECTIVE DATE ........................................................... 35
9.1 Conditions Precedent to the Effective Date. ................................................................................. 35
9.2 Waiver of Conditions Precedent ................................................................................................... 35
9.3 Effect of Non-Occurrence of Conditions to Consummation ......................................................... 35
ARTICLE X MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN ...................................... 36
10.1 Modification of Plan ..................................................................................................................... 36
10.2 Revocation or Withdrawal of Plan ................................................................................................ 36
ARTICLE XI RETENTION OF JURISDICTION .................................................................................................... 36
11.1 Jurisdiction .................................................................................................................................... 36
11.2 Certain Documents; Governing Law............................................................................................. 38
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TABLE OF CONTENTS
(continued)
Page

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ARTICLE XII MISCELLANEOUS PROVISIONS ................................................................................................. 38
12.1 Additional Documents .................................................................................................................. 38
12.2 Payment of Statutory Fees ............................................................................................................ 38
12.3 Reservation of Rights .................................................................................................................... 38
12.4 Elimination of Vacant Classes ...................................................................................................... 38
12.5 Successors and Assigns ................................................................................................................. 38
12.6 Service of Documents ................................................................................................................... 38
12.7 Term of Injunctions or Stays ......................................................................................................... 39
12.8 Entire Agreement .......................................................................................................................... 39
12.9 Plan Supplement Exhibits ............................................................................................................. 39
12.10 Non-Severability ........................................................................................................................... 40

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LIST OF EXHIBITS

Exhibit A Allowance of Senior Secured Notes Claim

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INTRODUCTION
Inversiones Alsacia S.A. and its Debtor affiliates in the above-captioned chapter 11 cases jointly propose
this Plan. Although proposed jointly for administrative purposes, the Plan constitutes a separate Plan for each
Debtor for the resolution of outstanding claims against and interests in each Debtor pursuant to the Bankruptcy
Code. Each Debtor is a proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code. The
classifications of claims and interests set forth in ARTICLE III shall be deemed to apply separately with respect to
each Plan proposed by each Debtor, as applicable. The Plan contemplates no substantive consolidation of any of the
Debtors. Reference is made to the Disclosure Statement for a discussion of the Debtors history, businesses,
properties and operations, projections, risk factors, a summary and analysis of this Plan and certain related matters.
ARTICLE I

DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF
TIME, GOVERNING LAW, AND OTHER REFERENCES
1.1 Defined Terms
1. Ad Hoc Group means the informal group of Consenting Senior Secured Noteholders
represented by the Ad Hoc Group Advisors.
2. Ad Hoc Group Advisors means, collectively, the professional advisors to the Ad Hoc Group,
including Akin Gump Strauss Hauer & Feld LLP, Blackstone Advisory Partners L.P., Carey y Cia. Ltda. and Pablo
Rodriguez.
3. Ad Hoc Group Advisor Engagement Agreements means, collectively, those certain fee payment
agreements between the Debtors and each of the Ad Hoc Group Advisors.
4. Administrative Claim means any Claim for costs and expenses of administration during the
Chapter 11 Cases pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including:
(a) the actual and necessary costs and expenses incurred on or after the Petition Date until and including the
Effective Date of preserving the Estates and operating the businesses of the Debtors; (b) Allowed Professional
Claims; and (c) all fees and charges assessed against the Estates pursuant to section 1930 of chapter 123 of title 28
of the United States Code.
5. Affiliate means affiliate as such term is defined in section 101(2) of the Bankruptcy Code.
6. Alsacia means Inversiones Alsacia S.A.
7. Alsacia Shareholders means, collectively, Carlos Mario Ros Velilla, Francisco Javier Ros
Velilla and GPS.
8. Allowed means, with reference to any Claim, or any portion thereof, that is (a) specifically
allowed under this Plan, (b) allowed under the Bankruptcy Code, or (c) allowed by a Final Order.
9. ATOP means DTCs Automated Tender Offer Program.
10. Avoidance Actions means any and all avoidance, recovery, subordination, or other claims,
actions, or remedies that may be brought by or on behalf of the Debtors or their Estates or other authorized parties in
interest under the Bankruptcy Code or applicable non-bankruptcy law, including actions or remedies under sections
502, 510, 542, 544, 545, and 547 through and including 553 of the Bankruptcy Code.
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11. Ballot means the form or forms distributed to certain Holders of Claims that are entitled to vote
on the Plan by which such parties may indicate acceptance or rejection of the Plan.
12. Bankruptcy Code means title 11 of the United States Code, 11 U.S.C. 101-1532, as may be
amended from time to time.
13. Bankruptcy Court means the United States Bankruptcy Court for the Southern District of New
York or such other court having jurisdiction over the Chapter 11 Cases.
14. Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure as promulgated by the
United States Supreme Court under section 2075 of title 28 of the United States Code, 28 U.S.C. 2075, as
applicable to the Chapter 11 Cases and the general, local, and chambers rules of the Bankruptcy Court.
15. Business Day means any day, other than (a) a Saturday, Sunday, or a legal holiday (as defined
in Bankruptcy Rule 9006(a)(6)), or (b) any other day on which banks are legally permitted to be closed in New
York, Chile or Bermuda.
16. Bus Terminal Loan means the Contrato de Apertura de Lnea de Crdito (Loan Agreement)
dated as of February 11, 2011 by and among Banco Internacional, BRT Escrow Corporation SpA as initial
borrower, Inversiones Alsacia S.A. as successor borrower, Panamerican Investments Ltd., Chile Branch as guarantor
and Inversiones Lorena SpA as guarantor.
17. Camden means Camden Servicios SpA.
18. Cash means the legal tender of the United States of America or the equivalent thereof, including
bank deposits and checks.
19. Cash Collateral Order means, collectively, the interim order and, if applicable, the Final Order
entered by the Bankruptcy Court authorizing the Debtors to use the Collateral Trustees collateral (including cash
collateral) and granting adequate protection to the Collateral Trustees, the Trustee and the Senior Secured
Noteholders, which orders shall be in form and substance satisfactory to the Debtors, the Collateral Trustees and the
Requisite Consenting Senior Secured Noteholders.
20. Causes of Action means any and all claims, actions, causes of action, choses in action, suits,
debts, demands, damages, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, judgments, remedies, rights of set-off, third-party claims,
subrogation claims, contribution claims, reimbursement claims, indemnity claims, counterclaims, and crossclaims
(including all claims and any avoidance, recovery, subordination, or other actions against Insiders and/or any other
Entities under the Bankruptcy Code, including Avoidance Actions) of any of the Debtors, the debtors in possession,
and/or the Estates, whether known or unknown, liquidated or unliquidated, fixed or contingent, matured or
unmatured, disputed or undisputed, that are or may be pending on the Effective Date or commenced by the
Reorganized Debtors after the Effective Date against any Entity, based in law or equity, including under the
Bankruptcy Code, whether direct, indirect, derivative, or otherwise and whether asserted or unasserted as of the date
of entry of the Confirmation Order.
21. Chapter 11 Cases means (a) when used with reference to a particular Debtor, the case pending
for that Debtor under chapter 11 of the Bankruptcy Code and (b) when used with reference to all Debtors, the
procedurally consolidated chapter 11 cases pending for the Debtors in the Bankruptcy Court.
22. Chile means the Republic of Chile.
23. Chilean Collateral Trustee means Banco Santander Chile.
24. Chilean Debt Acknowledgment Deed means the Escritura Pblica de Reconocimiento de Deuda
(Debt Acknowledgment Deed) governed by the laws of the Republic of Chile, which shall be signed by (a) the legal
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representatives of Alsacia, who, on such entitys behalf, shall acknowledge the existence of a debt in favor of the
holders of the New Notes on terms identical to those in the New Notes Indenture (e.g., principal amount, interest
rate and principal and interest payment dates), and shall include an acceleration clause triggered solely upon a
payment default, and (b) the legal representatives of each Guarantor and Camden, who, on such entitys behalf, shall
guarantee the payment of principal and interest on the New Notes in accordance with the terms reflected in the
Chilean Debt Acknowledgment Deed. The Chilean Debt Acknowledgment Deed shall be executed by the
Guarantors and Camden in a public deed, before a Chilean notary public, and a certified copy (copia autorizada) of
such public deed shall be delivered to the Chilean Collateral Trustee. Payment of any part of the principal or interest
of the New Notes shall, to the extent that such payment discharges the Debtors and Camdens obligations in respect
of the payment of the principal or interest evidenced by the New Notes, discharge such obligation in the Chilean
Debt Acknowledgment to the same extent.
25. Claim has the meaning set forth in section 101(5) of the Bankruptcy Code.
26. Claims and Solicitation Agent means the claims, noticing, and/or solicitation agent the Debtors
may retain in the Chapter 11 Cases pursuant to an order of the Bankruptcy Court.
27. Claims Register means the official register of Claims against or Interests in the Debtors
maintained by the Claims and Solicitation Agent.
28. Class means a category of Holders of Claims or Interests under section 1122(a) of the
Bankruptcy Code.
29. Collateral Documents means the (i) the collateral documents that secure the Senior Secured
Notes if and to the extent that such collateral documents purport to secure obligations incurred as a substitution,
replacement, refunding or refinancing of the Senior Secured Notes, including: (a) the pledge agreements regarding
Express and Alsacias rights under the concession agreements with the Ministry of Transportation and
Telecommunications and other operating agreements; (b) the pledge over the sums that the AFT (Administrador
Financiero de Transantiago) must pay to Alsacia and Express, under the Collection Mandate Agreements, the AFT
Agreement and the Ministerio de Transporte y Telecomunicaciones instructions related thereto, in accordance with
the concession agreements entered into by Alsacia and Express with the Ministerio de Transporte y
Telecomunicaciones; (c) the Shareholder Pledge Agreements; (d) the mortgages on certain properties owned by the
Debtors; (e) the Intercompany Debt Pledge Agreements; and (f) the pledge over fuel supply rights in the fuel supply
agreement with Copec by Express; and (ii) collateral documents to be executed in connection with the issuance of
the New Notes and the execution of the New Notes Indenture, including: (a) the pledge without conveyance
agreements regarding buses currently owned and to be owned in the future by the Debtors; (b) the pledge without
conveyance agreements regarding existing and future assets other than the buses, with a value individually or, with
respect to a group of related assets, in the aggregate of $1,000,000 or more, owned by the Debtors and other
Guarantors; (c) the pledge agreements regarding each agreement or contract that has, or any group of related
agreements or contracts that have, a Fair Market Value (as defined in the Description of the New Notes) equal to
or greater than $1,000,000 and that would constitute an Additional Agreement (as defined in the Description of
the New Notes) if the gross value thereof, determined as provided in such definition, were equal to or greater than
$3.0 million per annum; (d) the pledge agreement regarding the shares of Camden; (e) the pledge and security
agreements regarding accounts for the benefit of the holders of the New Notes and other secured parties in New
York and Chile and the funds on deposit from time to time therein; (f) the pledge agreements regarding insurance
proceeds not otherwise deposited in such accounts; (g) the powers of attorney granted by the Debtors in favor of the
Chilean Collateral Trustee and each other document as may be executed in furtherance of the appointment of the
respective collateral trustees and the granting of the security interest in the collateral; and (h) the Chilean Debt
Acknowledgement Deed. The Collateral Documents shall be subject to other qualifications and exceptions as set
forth in the Description of the New Notes.
30. Collateral Trust Agreement means that certain Collateral Trust Agreement, dated as of February
28, 2011, by and among, Alsacia, the Guarantors, The Bank of New York Mellon, as trustee under the Senior
Secured Notes Indenture, Merrill Lynch Capital Services, Inc., as a notes hedge counterparty, Credit Suisse
International, as a notes hedge counterparty, Banco Santander Chile, as Chilean Collateral Trustee and The Bank of
New York Mellon, as U.S. Collateral Trustee.
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31. Collateral Trustees means the U.S. Collateral Trustee and the Chilean Collateral Trustee.
32. Concession Agreements means, collectively, the Concession Agreement, approved by the
Ministerio de Transporte y Telecomunicaciones on December 22, 2011, between Alsacia and the Ministerio de
Transporte y Telecomunicaciones, as amended from time to time, and the Concession Agreement, approved by the
Ministerio de Transporte y Telecomunicaciones on December 22, 2011, between Express and the Ministerio de
Transporte y Telecomunicaciones, as amended from time to time.
33. Confirmation means the entry of the Confirmation Order on the docket of the Chapter 11 Cases.
34. Confirmation Date means the date on which the Bankruptcy Court enters the Confirmation
Order on the docket of the Chapter 11 Cases within the meaning of Bankruptcy Rules 5003 and 9021.
35. Confirmation Hearing means the hearing(s) before the Bankruptcy Court under section 1128 of
the Bankruptcy Code at which the Debtors seek entry of the Confirmation Order.
36. Confirmation Order means the order of the Bankruptcy Court, in form and substance
satisfactory to the Requisite Consenting Senior Secured Noteholders, confirming the Plan under section 1129 of the
Bankruptcy Code and approving the Disclosure Statement.
37. Consenting Senior Secured Noteholders means the Holders of Senior Secured Notes Claims that
are party to the RPSA.
38. Consummation means the occurrence of the Effective Date.
39. Creditor has the meaning set forth in section 101(10) of the Bankruptcy Code.
40. Cure means a Claim (unless waived or modified by the applicable counterparty) based upon a
Debtors defaults under an Executory Contract or Unexpired Lease assumed by such Debtor under section 365 of the
Bankruptcy Code, other than a default which is not required to be cured pursuant to section 365(b)(2) of the
Bankruptcy Code.
41. Cure Notice means a notice of a proposed amount to be paid on account of a Cure in connection
with an Executory Contract or Unexpired Lease to be assumed under the Plan pursuant to section 365 of the
Bankruptcy Code, which notice shall include (a) procedures for objecting to proposed assumptions of Executory
Contracts and Unexpired Leases, (b) Cures to be paid in connection therewith, and (c) procedures for resolution of
any related disputes.
42. Debtors means, collectively, each of the following: Alsacia; Express; Eco Uno; and
Panamerican.
43. Description of the New Notes means the Description of the New Notes and Finance Agreements
attached as Exhibit E to the Disclosure Statement.
44. Disbursing Agent means the Reorganized Debtors or any Entity selected by the Debtors or
Reorganized Debtors and identified in the Plan Supplement, as applicable, with the consent of the Requisite
Consenting Senior Secured Noteholders, to make or facilitate distributions contemplated under the Plan.
45. Disclosure Statement means the disclosure statement for the Plan as may be amended,
supplemented, or modified from time to time, in form and substance reasonably satisfactory to the Requisite
Consenting Senior Secured Noteholders, including all exhibits and schedules thereto, to be approved by the
Bankruptcy Court.
46. Disputed means a Claim, or any portion thereof, that (a) is not Allowed; (b) is not disallowed
under the Plan, the Bankruptcy Code, as applicable, or a Final Order; (c) is the subject of an objection or request for
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estimation filed in the Bankruptcy Court and which objection or request for estimation has not been withdrawn or
overruled by a Final Order of the Bankruptcy Court, or (d) is otherwise disputed by the Debtors or the Reorganized
Debtors in accordance with applicable law, which dispute has not been withdrawn, resolved or overruled by Final
Order.
47. Distribution Date means, except as otherwise set forth herein, the date or dates determined by
the Debtors, on or after the Effective Date, upon which the Debtors or their duly appointed disbursing agent shall
make distributions to Holders of Allowed Claims and Interests entitled to receive distributions under the Plan.
48. Distribution Election Deadline means the date that is four (4) Business Days after the
scheduled date for the commencement of the Confirmation Hearing, which date shall be set forth in the Letter of
Transmittal and be subject to extension with the consent of the Debtors and the Requisite Consenting Senior Secured
Noteholders.
49. Distribution Record Date means the date that the Confirmation Order is entered by the
Bankruptcy Court.
50. DTC means the Depository Trust Company.
51. Eco Uno means Inversiones Eco Uno S.A.
52. Effective Date means the date that is the first Business Day after the Confirmation Date on
which all conditions precedent to the occurrence of the Effective Date set forth in Section 9.1 have been satisfied or
waived in accordance with Section 9.2.
53. Eligible Institution means a member firm of a registered national securities exchange in the
United States, a member of the National Association of Securities Dealers, Inc., or by a commercial bank or trust
company having an office or a correspondent in the United States.
54. Entity has the meaning set forth in section 101(15) of the Bankruptcy Code.
55. Estate means the bankruptcy estate of any Debtor created under sections 301 and 541 of the
Bankruptcy Code upon the commencement of the Chapter 11 Cases.
56. Exculpated Claim means any Claim related to any act or omission in connection with, relating
to, or arising out of the Debtors in-court or out-of-court efforts to negotiate, enter into or implement the RPSA, the
Chapter 11 Cases, the formulation, preparation, solicitation, dissemination, negotiation, or filing of the Disclosure
Statement, the Plan or any contract, instrument, release, or other agreement or document created or entered into in
connection with or pursuant to the RPSA, the Disclosure Statement or the Plan, the filing of the Chapter 11 Cases,
the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, or the
distribution of property under the Plan.
57. Exculpated Party means each of the following in its capacity as such: (a) the Debtors; (b) the
Reorganized Debtors; (c) the Ad Hoc Group and its members, the Consenting Senior Secured Noteholders; (d) the
Alsacia Shareholders; (e) the Collateral Trustees; (f) the Trustee; and (g) with respect to each of the foregoing
Entities in clauses (a) through (f) such Entitys predecessors, successors and assigns and current and former
Affiliates, subsidiaries, officers, directors, members, principals, employees, agents, financial advisors, attorneys,
accountants, investment bankers, consultants, representatives, and other Professionals. For the avoidance of doubt,
the Ad Hoc Group Advisors shall be Exculpated Parties.
58. Executory Contract means a contract or lease to which one or more of the Debtors is a party that
is subject to assumption or rejection under section 365 of the Bankruptcy Code.
59. Express means Express de Santiago Uno S.A.
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60. Final Decree means the decree contemplated under Bankruptcy Rule 3022.
61. Final Order means, as applicable, an order or judgment of the Bankruptcy Court or other court
of competent jurisdiction entered on the docket of such court that has not been reversed, vacated, stayed, modified,
or amended, and as to which the time to appeal, petition for certiorari, seek to review or move for reargument or
rehearing has expired and as to which no appeal, petition for certiorari or review or other proceedings for
reargument or rehearing shall then be pending, or as to which any right to appeal, petition for certiorari or review,
reargue or rehear shall have been waived in writing in form and substance satisfactory to the Debtors or the
Reorganized Debtors and the Requisite Consenting Senior Secured Noteholders, or, in the event that an appeal, writ
of certiorari or reargument or rehearing thereof has been sought, such order of the Bankruptcy Court shall have been
determined by the highest court to which such order was appealed, or certiorari or review, reargument or rehearing
shall have been denied and the time to take any further appeal, petition for certiorari or review or move for
reargument or rehearing shall have expired; provided, however, that the possibility that a motion under Rule 60 of
the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be filed with respect
to such order shall not preclude such order from being a Final Order.
62. Finance Agreements has the meaning set forth in section 1.02 of the Senior Secured Notes
Indenture.
63. General Unsecured Claim means any Claim against any of the Debtors other than an
Administrative Claim, a Professional Claim, a Senior Secured Notes Claim, an Other Secured Claim, a Priority Tax
Claim, an Other Priority Claim, an Intercompany Claim or a Subordinated Claim.
64. Governmental Unit has the meaning set forth in section 101(27) of the Bankruptcy Code.
65. GPS means Global Public Services S.A.
66. Guarantors means Express, Eco Uno and Panamerican.
67. Holder means an entity holding a Claim or Interest.
68. Impaired means a Class of Claims or Interests that is impaired within the meaning of section
1124 of the Bankruptcy Code.
69. Insider has the meaning set forth in section 101(31) of the Bankruptcy Code.
70. Intercompany Claim means any account reflecting intercompany book entries or a Claim by a
Debtor against another Debtor, including any Claim arising from the Intercompany Debt Pledge Agreements.
71. Intercompany Debt Pledge Agreements mean the intercompany notes payable to Alsacia from
Panamerican and Express pursuant to one or more pledge agreements.
72. Interest means any membership, stock or other equity ownership interest in a Debtor and all
dividends and distributions with respect to such membership, stock or other equity ownership interest and all rights,
options, warrants (regardless of when exercised), other rights to acquire any membership, stock or other equity
ownership interest in a Debtor existing immediately prior to the Effective Date.
73. Issue Date means the date on which the New Notes are issued.
74. Letter of Transmittal means a letter to be delivered by the beneficial Holder of Senior Secured
Notes Claims to the Reorganized Debtors in which such Holder of Senior Secured Notes Claims: (a) certifies that it
is either a Qualified Holder or a Non-Qualified Holder; (b) agrees to deliver its Senior Secured Notes through ATOP
or as otherwise contemplated in Section 6.4 hereof; and (c) provides any additional certifications and representations
as are consistent with the Plan. The form of the Letter of Transmittal shall be included in the Plan Supplement.
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75. Lien has the meaning set forth in section 101(37) of the Bankruptcy Code.
76. New Boards mean, collectively, the initial board of directors or members, as the case may be, of
each of the Reorganized Debtors.
77. New Corporate Governance Documents means the form of the amended or restated articles of
incorporation and bylaws, or other similar organizational and constituent documents, for each of the Reorganized
Debtors, and which forms shall be included in the Plan Supplement, and which shall be in form and substance
reasonably satisfactory to the Requisite Consenting Senior Secured Noteholders.
78. New Notes means the new notes due December 31, 2018 (as may be extended as set forth in the
Description of the New Notes) that Reorganized Alsacia will issue in satisfaction of the Senior Secured Notes Claim
on the terms set forth in the Description of the New Notes up to a maximum aggregate principal amount of
$347,300,000 plus the amount of accrued and unpaid interest under the Senior Secured Notes through and including
September 30, 2014, in an amount equal to $17,133,466.67, for a total principal amount of $364,433,466.67, as will
be reduced Pro Rata to reflect any Non-Qualified Holder Distributions made to Non-Qualified Holders in lieu of
delivering New Notes.
79. New Notes Indenture means the indenture governing the New Notes, which shall be consistent
with the Description of the New Notes in form and substance acceptable to the Debtors or the Reorganized Debtors,
as applicable, and the Requisite Consenting Senior Secured Noteholders.
80. New Notes Indenture Deed means an escritura pblica (public deed) governed by the laws of
the Republic of Chile, which shall be signed by the legal representatives of the Chilean Collateral Trustee and
Alsacia. The New Notes Indenture Deed will consist of a translated copy of the relevant indenture, as applicable,
and an acknowledgement that the New Notes Indenture and the New Notes replace in their entirety the Senior
Secured Notes Indenture and the Senior Secured Notes.
81. Non-Compete Agreement means a non-compete agreement, in form and substance satisfactory
to the Requisite Consenting Senior Secured Noteholders, to be executed and delivered by Carlos Mario Ros Velilla,
Francisco Javier Ros Velilla and each of their respective spouses for the benefit of Alsacia, Express and the trustee
under the New Notes Indenture (on behalf of the holders of the New Notes) that provides that, during a period from
the date of such agreement until the Termination Date, none of Restricted Parties will, directly or indirectly:
(i) engage in or assist others in engaging in any Restricted Business, (ii) have an interest in any entity that engages
directly or indirectly in the Restricted Business in any capacity, including as a partner, shareholder, member,
employee, principal, agent, trustee or consultant, or (iii) knowingly interfere in any material respect with the
business relationships (whenever formed) between any of the Reorganized Debtors and customers or suppliers of the
Reorganized Debtors; provided that, subject to compliance with its obligations under the New Notes Indenture, no
Restricted Party shall be prohibited from bidding and/or negotiating for additional bus related concessions to be
operated solely by Alsacia, Express or a wholly-owned subsidiary of Alsacia or Express and, if successful in such
bid(s) and/or negotiation(s), operating such concessions solely through Alsacia, Express or a wholly-owned
subsidiary of either Alsacia or Express (which subsidiary shall be a Guarantor of the New Notes and a Restricted
Subsidiary under the New Notes Indenture).
82. Non-Qualified Holder means a Senior Secured Noteholder that: (a) certifies that it is not (i) a
Qualified Institutional Buyer as such term is defined in 230 CFR 144A(a), (ii) an Accredited Investor as such
term is defined in Rule 501(a) under the Securities Act, or (iii) a Person other than U.S. Persons, as such term is
defined in Rule 901(k) under the Securities Act, that is not located in the United States of America; and (b) holds
Senior Secured Notes in a principal amount that is less than $150,000.
83. Non-Qualified Holder Distribution means an amount in U.S. dollars equal to the product of
(a) the principal amount of the New Notes that the relevant Non-Qualified Holder would have received based on its
holding of Senior Secured Notes if it were a Qualified Holder multiplied by (b) the volume-weighted average price
of the New Notes. In each case, the volume-weighted average price of the New Notes will be based on the volume-
weighted average price listed on Bloomberg, and will be expressed as a percentage, as follows: (i) at the close of
business during the ten (10) Business Days following the Effective Date for those Non-Qualified Holders who
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complete the procedures specified in Section 6.4(b)(1); (ii) at the close of business during the ten (10) Business Days
immediately prior to the First Follow-on Distribution Date for those Non-Qualified Holders who complete the
procedures specified in Section 6.4(b)(2) to receive a Non-Qualified Holder Distribution on the First Follow-on
Distribution Date; and (iii) at the close of business during the ten (10) Business Days immediately prior to the Final
Follow-on Distribution Date for those Non-Qualified Holders who complete the procedures specified in Section
6.4(b)(2) to receive a Non-Qualified Holder Distribution on the Final Follow-on Distribution Date.
84. Other Priority Claim means any Claim against any of the Debtors other than an Administrative
Claim or a Priority Tax Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.
85. Other Secured Claim means any Secured Claim against any of the Debtors, including any and
all Claims arising under or in connection with the Bus Terminal Loan, other than a Secured Tax Claim or a Senior
Secured Notes Claim.
86. Panamerican means Panamerican Investments Ltd.
87. Paying Agent means The Bank of New York Mellon in its capacity as principal paying agent
under the Senior Secured Notes Indenture.
88. Person has the meaning set forth in section 101(41) of the Bankruptcy Code.
89. Petition Date means the date on which each of the Debtors filed their petitions for relief
commencing the Chapter 11 Cases.
90. Plan means this chapter 11 plan, as it may be altered, amended, modified, or supplemented from
time to time in accordance with the RPSA, including the Plan Supplement and all exhibits, supplements, appendices,
and schedules, which documents shall, in all cases, be in form and substance satisfactory to the Requisite
91. Plan Supplement means any compilation of documents and forms of documents, agreements,
schedules, and exhibits to the Plan, which shall be filed by the Debtors no later than five (5) Business Days prior to
the date first scheduled for the Confirmation Hearing, or such later date as may be approved by the Bankruptcy
Court on notice to parties in interest, and additional documents filed with the Bankruptcy Court prior to the Effective
Date as amendments to the Plan Supplement, and which shall, in all cases, be in form and substance satisfactory to
the Requisite Consenting Senior Secured Noteholders.
92. Priority Tax Claim means any Claim of a Governmental Unit against any of the Debtors of the
kind specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code, including a Secured Tax Claim.
93. Professional means an Entity: (a) employed in the Chapter 11 Cases pursuant to a Final Order
in accordance with sections 327 and 1103 of the Bankruptcy Code and to be compensated for services rendered prior
to or on the Effective Date pursuant to sections 327, 328, 329, 330, and 331 of the Bankruptcy Code or (b) for which
compensation and reimbursement has been Allowed by the Bankruptcy Court pursuant to section 503(b)(4) of the
Bankruptcy Code.
94. Professional Claim means a Claim by a Professional seeking an award by the Bankruptcy Court
of compensation for services rendered or reimbursement of costs, expenses or other charges incurred under sections
330, 331, or 503(b) of the Bankruptcy Code after the Petition Date and prior to and including the Effective Date.
95. Proof of Claim means a proof of Claim filed against any of the Debtors in the Chapter 11 Cases.
96. Pro Rata means the proportion of an Allowed Claim in a particular Class bears to the aggregate
amount of all Allowed Claims in that Class.
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97. Qualified Holder means a Senior Secured Noteholder that certifies that it is: (a) a Qualified
Institutional Buyer as such term is defined in 230 CFR 144A(a); (b) an Accredited Investor as defined in Rule
501(a) under the Securities Act; or (c) a person other than a U.S. Person, as such term is defined in Rule 901(k)
under the Securities Act, that is not located in the United States of America.
98. Qualifying Concession Extension means an extension of both Concession Agreements through
at least April 22, 2021.
99. Reinstated means, with respect to Claims and Interests, treated in accordance with section 1124
of the Bankruptcy Code.
100. Rejection Schedule means the schedule of Executory Contracts and Unexpired Leases in the
Plan Supplement, as may be amended from time to time, setting forth certain Executory Contracts and Unexpired
Leases for rejection as of the Effective Date under section 365 of the Bankruptcy Code.
101. Released Party means each of the following: (a) the Debtors; (b) the Alsacia Shareholders;
(c) the Collateral Trustees; (d) the Trustee; (e) the Ad Hoc Group and its members, the Consenting Senior Secured
Noteholders; and (f) with respect to each of the foregoing Entities in clauses (a) and (e), such Entitys successors
and assigns, and current and former Affiliates, subsidiaries, officers, directors, members, stockholders, partners,
principals, employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants,
representatives, and other Professionals, solely in their respective capacities as such. For the avoidance of doubt, the
Ad Hoc Group Advisors shall be Released Parties.
102. Releasing Party means each of the following: (a) the Consenting Senior Secured Noteholders;
(b) other than the Consenting Senior Secured Noteholders, the Holders of Impaired Claims or Interests that (i)
affirmatively vote to accept the Plan or (ii) either (x) abstain from voting or (y) reject the Plan and, in the case of
either (x) or (y), does not elect (as permitted on the Ballots) to opt out of the releases contained in Section 8.4 of the
Plan; (c) to the fullest extent permissible under applicable law, the Holders of Unimpaired Claims or Interests; (d)
the Collateral Trustees; (e) the Trustee; and (f) the Alsacia Shareholders; and with respect to each of the foregoing
Entities in clauses (a) through (f), such Entitys successors and assigns, and current and former Affiliates,
subsidiaries, officers, directors, members, stockholders, partners, principals, employees, agents, financial advisors,
attorneys, accountants, investment bankers, consultants, representatives, and other Professionals, solely in their
respective capacities as such.
103. Reorganized means, as to any Debtor or the Debtors, the Debtor or Debtors and any successor
thereto, by merger, consolidation, or otherwise, on or after the Effective Date.
104. Requisite Consenting Senior Secured Noteholders has the meaning assigned to such term in the
RPSA.
105. Restricted Business means any business activity relating to the bus routes in the Santiago, Chile
metropolitan area, including operating any such bus routes.
106. Restricted Party means any of Carlos Mario Ros Velilla, the spouse of Carlos Mario Ros
Velilla, Francisco Javier Ros Velilla, the spouse of Francisco Javier Ros Velilla, any member of their respective
families (e.g., their children, parents, brothers, uncles, aunts and cousins) or any Affiliate of any of the foregoing.
107. RPSA means that certain Restructuring and Plan Support Agreement, dated August 31, 2014, by
and among the Debtors, the Alsacia Shareholders and the Consenting Senior Secured Noteholders, as amended from
time to time.
108. RPSA Effective Date means August 31, 2014.
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109. Secured Claim means a Claim against any of the Debtors: (a) secured by a Lien on collateral to
the extent of the value of such collateral, as determined in accordance with section 506(a) of the Bankruptcy Code or
(b) subject to a valid right of setoff pursuant to section 553 of the Bankruptcy Code.
110. Secured Tax Claim means any Secured Claim which, absent its secured status, would be entitled
to priority in right of payment under section 507(a)(8) of the Bankruptcy Code.
111. Securities Act means the Securities Act of 1933, 15 U.S.C. 77a-77aa, or any similar federal,
state or local law.
112. Senior Secured Noteholder means a Holder of any of the Senior Secured Notes.
113. Senior Secured Notes means those certain 8% Senior Secured Notes due 2018, issued pursuant
to the Senior Secured Notes Indenture.
114. Senior Secured Notes Claim means any and all Claims of a Senior Secured Noteholder against
each Debtor arising under or in connection with the Finance Agreements, including with respect to the Senior
Secured Notes Indenture, the Senior Secured Notes, the Collateral Trust Agreement and all other financing, security
and related documents executed in furtherance of the issuance of the Senior Secured Notes.
115. Senior Secured Notes Indenture means that certain Indenture, dated February 18, 2011, by and
among BRT Escrow Corporation SpA, as initial temporary issuer, The Bank of New York Mellon, in its capacity as
trustee, principal paying agent, transfer agent, registrar and U.S. Collateral Trustee and Banco Santander Chile, as
Chilean Collateral Trustee, as supplemented by (i) the First Supplemental Indenture dated as of February 28, 2011,
and (ii) the Second Supplemental Indenture dated as of December 16, 2011, and as modified by the Amended and
Restated Consent Solicitation Statement dated September 25, 2013 (as supplemented on October 3, October 10 and
October 14, 2013).
116. Shareholder Pledge Agreements means (a) the Alzamiento de Prenda Comercial de Acciones
(Pledge Agreement) dated as of February 28, 2011 by and among HSBC Bank Chile, Alsacia, Banco Santander
Chile, Carlos Mario Ros Velilla, GPS, Nadija Rodic Gonzlez and Gabriel Nicola Seves and (b) the Alzamiento de
Prenda Comercial de Acciones (Pledge Agreement) dated as of February 28, 2011 by and among HSBC Bank Chile,
Carlos Mario Ros Velilla, Eco Uno, Express, Banco Santander Chile, Fabio Leonel Junca Hernandez and Gibrn
Hacha Sarrs.
117. Sponsor Support Agreement means the Amended and Restated Sponsor Support Agreement
dated as of October 10, 2013 between GPS and Alsacia.
118. Subordinated Claim means any Claim against any of the Debtors that is subordinated in priority
of payment pursuant to section 510(b) or section 510(c) of the Bankruptcy Code as determined by a Final Order of
119. Termination Date means the earlier to occur of (a) three years following the termination date of
the Concession Agreement that terminates last (including after giving effect to any Qualifying Concession
Extension) and (b) the repayment in full in cash of all principal and interest on, and all other obligations under, the
New Notes and the New Notes Indenture.
120. Trustee means The Bank of New York Mellon in its capacity as trustee under the Senior
Secured Notes Indenture.
121. Unclaimed Distribution means any distribution under the Plan on account of an Allowed Claim
or Interest to a Holder that has not: (a) accepted a particular distribution or, in the case of distributions made by
check, negotiated such check; (b) given notice to the Reorganized Debtors of an intent to accept a particular
distribution; (c) responded to the Debtors or Reorganized Debtors requests for information necessary to facilitate a
particular distribution; or (d) taken any other action necessary to facilitate such distribution.
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122. Unexpired Lease means a lease of nonresidential real property to which one or more of the
Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.
123. Unimpaired means, with respect to a Claim, Interest or Class of Claims or Interests, a Claim,
Interest or Class of Claims or Interests that is not impaired within the meaning of section 1124 of the Bankruptcy
Code.
124. U.S. Collateral Trustee means The Bank of New York Mellon.
1.2 Rules of Interpretation
For purposes of the Plan: (a) in the appropriate context, each term, whether stated in the singular or the
plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter
gender shall include the masculine, feminine, and the neuter gender; (b) unless otherwise specified, any reference
herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form
or on particular terms and conditions means that such document shall be substantially in such form or substantially
on such terms and conditions; (c) unless otherwise specified, any reference herein to an existing document, schedule,
or exhibit, shall mean such document, schedule, or exhibit, as it may have been or may be amended, modified, or
supplemented; (d) unless otherwise specified, all references herein to Articles are references to Articles hereof or
hereto; (e) the words herein, hereof, and hereto refer to the Plan in its entirety rather than to any particular
portion of the Plan; (f) captions and headings to Articles are inserted for convenience of reference only and are not
intended to be a part of or to affect the interpretation of the Plan; (g) unless otherwise specified herein, the rules of
construction set forth in section 102 of the Bankruptcy Code shall apply; (h) any term used in capitalized form
herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the
meaning assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as applicable; and (i) the Debtors
shall be authorized to and may rely upon any written statement (including by email) from Akin Gump Strauss Hauer
& Feld LLP that confirms or declines a consent, waiver or other form of approval by the Requisite Consenting
Senior Secured Noteholders.
1.3 Computation of Time
Bankruptcy Rule 9006(a) applies in computing any period of time prescribed or allowed herein.
1.4 Governing Law
Except to the extent the Bankruptcy Code or Bankruptcy Rules apply, and subject to the provisions of any
contract, lease, instrument, release, indenture, or other agreement or document entered into expressly in connection
herewith, the rights and obligations arising hereunder shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York, without giving effect to conflict of laws principles.
1.5 Reference to Monetary Figures
All references in the Plan to monetary figures refer to currency of the United States of America, unless
otherwise expressly provided.
1.6 Reference to the Debtors or the Reorganized Debtors
Except as otherwise specifically provided in the Plan to the contrary, references in the Plan to the Debtors
or to the Reorganized Debtors mean the Debtors and the Reorganized Debtors, as applicable, to the extent the
context requires.
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ARTICLE II

ADMINISTRATIVE AND PRIORITY CLAIMS
In accordance with section 1123(a)(l) of the Bankruptcy Code, Administrative Claims, Professional Claims
and Priority Tax Claims have not been classified and thus are excluded from the Classes of Claims set forth in
ARTICLE III.
2.1 Administrative Claims
Unless otherwise agreed to by the Holder of an Allowed Administrative Claim and the Debtors or
Reorganized Debtors, as applicable (which agreement shall be subject to the consent of the Requisite Consenting
Senior Secured Noteholders), each Holder of an Allowed Administrative Claim (other than Holders of Professional
Claims and Claims for fees and expenses pursuant to section 1930 of chapter 123 of title 28 of the United States
Code) will receive in full and final satisfaction of its Administrative Claim an amount of Cash equal to the amount
of such Allowed Administrative Claim either: (a) on the Effective Date, or as soon as reasonably practicable
thereafter; (b) if the Administrative Claim is not Allowed as of the Effective Date, no later than 30 days after the
date on which an order Allowing such Administrative Claim becomes a Final Order, or as soon as reasonably
practicable thereafter; or (c) if the Allowed Administrative Claim is based on liabilities incurred by the Debtors in
the ordinary course of their business after the Petition Date in accordance with the terms and conditions of the
particular transaction giving rise to such Allowed Administrative Claims without any further action by the Holders
of such Allowed Administrative Claims.
2.2 Professional Claims
All requests for payment of Professional Claims for services rendered and reimbursement of expenses
incurred prior to the Effective Date must be filed no later than 45 days after the Effective Date. The Bankruptcy
Court shall determine the Allowed amounts of such Professional Claims after notice and a hearing in accordance
with the procedures established by the Bankruptcy Code. The Reorganized Debtors shall pay Professional Claims in
Cash in the amount the Bankruptcy Court Allows. From and after the Confirmation Date, any requirement that
Professionals comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seeking retention or
compensation for services rendered after such date shall terminate, and the Reorganized Debtors may employ and
pay any Professional in the ordinary course of business without any further notice to or action, order, or approval of
2.3 Priority Tax Claims
Each Holder of an Allowed Priority Tax Claim due and payable on or before the Effective Date shall
receive in full and final satisfaction, settlement, release, and discharge of and in exchange for such Holders
Allowed Priority Tax Claim: (a) the treatment provided by section 1129(a)(9)(C) of the Bankruptcy Code; (b) a
Cash payment on, or as soon as reasonably practicable after, the later of the Effective Date or the date on which such
Priority Tax Claim becomes an Allowed Priority Tax Claim, equal to the amount of such Allowed Priority Tax
Claim; or (c) such other less favorable treatment as may be agreed upon between the Holder of such Allowed
Priority Tax Claim and the applicable Debtor, with the consent of the Requisite Consenting Senior Secured
Noteholders, which consent shall not be unreasonably withheld. If payment is made in accordance with section
1129(a)(9)(C), installment payments shall be made quarterly and interest shall accrue in accordance with 26 U.S.C.
6621. On the Effective Date, Liens securing such Allowed Secured Tax Claim shall be deemed released,
terminated and extinguished, in each case without further notice to or order of the Bankruptcy Court, act or action
under applicable law, regulation, order or rule or the vote, consent, authorization or approval of any Person. To the
extent any Allowed Priority Tax Claim is not due and owing on the Effective Date, such Claim may be paid in full
in Cash in accordance with the terms of any agreement between the Debtors and the Holder of such Claim, or as
may be due and payable under applicable non-bankruptcy law, or in the ordinary course of business.
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2.4 Costs and Expenses of Collateral Trustees, Trustee, Paying Agent and Ad Hoc Group Advisors
On the Effective Date, the Reorganized Debtors shall pay all reasonable and documented costs and
expenses (including reasonable and documented fees and expenses of counsel) incurred by the Collateral Trustees,
the Trustee and the Paying Agent through and including the Effective Date to the extent required under Section 7.9
of the Collateral Trust Agreement and Section 8.06 of the Senior Secured Notes Indenture, as applicable. For the
avoidance of doubt, any such claims of the Collateral Trustees, the Trustee and the Paying Agent shall not be treated
under this Plan as General Unsecured Claims, and shall not be subject to avoidance, objection, challenge, deduction,
subordination, recharacterization or offset. The Collateral Trustees, the Trustee and the Paying Agent shall not be
required to file any application under section 330 or 331 of the Bankruptcy Code or otherwise with regard to the
On the Effective Date, the Reorganized Debtors shall pay all invoiced fees and expenses incurred by the Ad
Hoc Group Advisors in accordance with the terms of the Ad Hoc Group Advisor Engagement Agreements, whether
incurred before or after the Petition Date. For the avoidance of doubt, any such claims of the Ad Hoc Group
Advisors shall not be treated under this Plan as General Unsecured Claims, and shall not be subject to avoidance,
objection, challenge, deduction, subordination, recharacterization or offset. To the extent not previously assumed,
the Ad Hoc Group Advisor Engagement Agreements shall each be deemed assumed by the Debtors in accordance
with section 365 of the Bankruptcy Code as of the Effective Date. The Ad Hoc Group Advisors shall not be
required to file any application under section 330 or 331 of the Bankruptcy Code or otherwise seek approval or
ARTICLE III

CLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS AND
INTERESTS
This Plan constitutes a separate Plan proposed by each Debtor. Except for the Claims addressed in
ARTICLE II, all Claims and Interests are classified in the Classes set forth below in accordance with section 1122 of
the Bankruptcy Code. A Claim or Interest is classified in a particular Class only to the extent that the Claim or
Interest qualifies within the description of that Class and is classified in other Classes to the extent that any portion
of the Claim or Interest qualifies within the description of such other Classes. A Claim or Interest is also classified
in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim
or Interest is an Allowed Claim or Interest in that Class and has not been paid, released, or otherwise satisfied prior
to the Effective Date.
3.1 The Debtors
There are a total of four (4) Debtors. Each Debtor has been assigned a number below for the purposes of
classifying and treating Claims against and Interests in each Debtor. The Claims against and Interests in each
Debtor, in turn, have been assigned to separate lettered Classes with respect to each Debtor based on the type of
Claim or Interest involved. Accordingly, the classification of any particular Claim or Interest in any of the Debtors
depends on the particular Debtor against which such Claim is asserted or in which such Interest is held and the type
of Claim or Interest in question. The numbers applicable to the various Debtors are as follows:

Number Debtor Name
1 Alsacia
2 Express
3 Panamerican
4 Eco Uno

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3.2 Classification of Claims and Interests
Claims against and Interests in each of the Debtors are divided into the following lettered Classes:
Letter Class
Class A Class A consists of the Senior Secured Notes Claims.
Class B Class B consists of all Other Secured Claims.
Class C Class C consists of all Other Priority Claims.
Class D Class D consists of all General Unsecured Claims.
Class E Class E consists of all Intercompany Claims.
Class F Class F consists of all Subordinated Claims.
Class G Class G consists of all Interests.
3.3 Treatment of Classes of Claims and Interests
The following chart designates the Class of Claims against and Interests in each of the Debtors and
specifies which of those Classes are (a) Impaired or Unimpaired by the Plan, (b) entitled to vote to accept or reject
the Plan in accordance with section 1126 of the Bankruptcy Code and (c) deemed to accept or reject the Plan.
Certain of the Debtors may not have Holders of Claims or Interests in a particular Class or Classes, and such Classes
shall be treated as set forth in Section 12.4 of the Plan.
Class Claim or Interest Status Voting Rights
1A 4A Senior Secured Notes Claims Impaired Entitled To Vote
1B 4B Other Secured Claims Unimpaired Deemed To Accept;
Not Entitled To Vote
1C 4C Other Priority Claims Unimpaired Deemed To Accept;
1D 4D General Unsecured Claims Unimpaired Deemed To Accept;
1E 4E Intercompany Claims Unimpaired Deemed To Accept;
Not Entitled to Vote
1F 4F Subordinated Claims Unimpaired Deemed To Accept;
1G 4G Interests Unimpaired Deemed To Accept;
Except to the extent that a Holder of an Allowed Claim against or Interest in any of the Debtors, as
applicable, agrees to a less favorable treatment, such Holder shall receive under the Plan the treatment described
below in full and final satisfaction, settlement, release, and discharge of and in exchange for such Holders Allowed
Claim or Interest. Unless otherwise indicated, the Holder of an Allowed Claim or Interest, as applicable, shall
receive such treatment on the Effective Date, or as soon as reasonably practicable thereafter:
(a) Classes 1A Through 4A (Senior Secured Notes Claims)
(1) Classification: Classes 1A through 4A consist of the Senior Secured Notes Claims
against the applicable Debtor.
(2) Allowance: On the Effective Date, the Senior Secured Notes Claims shall be Allowed in
the amounts set forth in Exhibit A to the Plan, and shall not be subject to avoidance,
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subordination, setoff, offset, deduction, objection, challenge, recharacterization,
surcharge under section 506(c) of the Bankruptcy Code or any other claim or defense.
(3) Treatment: In full and final satisfaction, settlement, release, and discharge of and
exchange for each Allowed Senior Secured Notes Claim, (i) each Qualified Holder of an
Allowed Senior Secured Notes Claim shall receive its Pro Rata share of the New Notes,
(ii) each Non-Qualified Holder of an Allowed Senior Secured Notes Claim shall receive
the Non-Qualified Holder Distribution and (iii) each Holder of an Allowed Senior
Secured Notes Claim shall receive Cash in the amount equal to interest accrued on the
principal amount of the Senior Secured Notes from (and including) October 1, 2014
through (and excluding) the Issue Date (based upon a principal amount of
$364,433,466.67), at the rate of eight (8) percent per annum on (A) the Issue Date if such
Holder completes the procedures specified in Sections 6.4(a)(1) or 6.4(b)(1) of the Plan
or (B) the First Follow-on Distribution Date or the Final Follow-on Distribution Date if
such Holder completes the procedures specified in Sections 6.4(a)(2) or 6.4(b)(2) of the
Plan, as applicable.
(4) Voting: Classes 1A through 4A are Impaired. Holders of Senior Secured Claims are
entitled to vote to accept or reject the Plan.
(b) Classes 1B Through 4B (Other Secured Claims)
(1) Classification: Classes 1B through 4B consist of all Allowed Other Secured Claims
(2) Treatment: Each Holder of an Allowed Other Secured Claim shall, at the election of the
Reorganized Debtors, (i) have the legal, equitable and contractual rights of such Holder
Reinstated, or (ii) receive, at the option of the Debtors, subject to the consent of the
Requisite Consenting Senior Secured Noteholders, which consent shall not be
unreasonably withheld, (A) Cash in an amount equal to such Allowed Other Secured
Claim, (B) the property of the Debtors that constitutes collateral securing such Allowed
Other Secured Claim, or (C) other treatment that renders its Allowed Other Secured
Claim Unimpaired.
(3) Voting: Classes 1B through 4B are Unimpaired. Holders of Allowed Other Secured
Claims are conclusively presumed to have accepted the Plan under section 1126(f) of the
Bankruptcy Code. Holders of Other Secured Claims are not entitled to vote to accept or
reject the Plan.
(c) Classes 1C Through 4C (Other Priority Claims)
(1) Classification: Classes 1C through 4C consist of all Allowed Other Priority Claims
(2) Treatment: On the Effective Date, each Holder of an Allowed Other Priority Claim shall
receive (A) Cash in an amount equal to such Allowed Other Priority Claim or (B) other
treatment, subject to the consent of the Requisite Consenting Senior Secured
Noteholders, which consent shall not be unreasonably withheld, rendering its Allowed
Other Priority Claim Unimpaired.
(3) Voting: Classes 1C through 4C are Unimpaired. Holders of Allowed Other Priority
Bankruptcy Code. Holders of Allowed Other Priority Claims are not entitled to vote to
accept or reject the Plan.
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(d) Classes 1D Through 4D (General Unsecured Claims)
(1) Classification: Classes 1D through 4D consist of all Allowed General Unsecured Claims
(2) Treatment: Holders of Allowed General Unsecured Claims shall receive Cash in an
amount equal to such Allowed General Unsecured Claim on the later of the Effective
Date or in the ordinary course of business in accordance with the terms of the particular
transaction giving rise to such Allowed General Unsecured Claim.
(3) Voting: Classes 1D through 4D are Unimpaired. Holders of Allowed General Unsecured
Bankruptcy Code. Holders of Allowed General Unsecured Claims are not entitled to vote
to accept or reject the Plan.
(e) Classes 1E Through 4E (Intercompany Claims)
(1) Classification: Classes 1E through 4E consist of all Allowed Intercompany Claims
(2) Treatment: Each Allowed Intercompany Claim will be, at the election of the
Reorganized Debtors, subject to the prior written consent of the Requisite Consenting
Senior Secured Noteholders, which consent shall not be unreasonably withheld, either (i)
released, waived, and discharged as of the Effective Date; (ii) contributed to the capital of
the obligor Entity; (iii) dividended; or (iv) remain Unimpaired, as may be agreed to by
the applicable Reorganized Debtor and the Holder of such Intercompany Claim, subject
to the requirements of and restrictions contained in the New Notes Indenture, if any.
(3) Voting: Classes 1E through 4E are Unimpaired. Holders of Allowed Intercompany
Bankruptcy Code. Holders of Allowed Intercompany Claims are not entitled to vote to
(f) Classes 1F Through 4F (Subordinated Claims)
(1) Classification: Classes 1F through 4F consist of all Allowed Subordinated Claims
(2) Allowance: Notwithstanding anything in the Plan to the contrary, a Subordinated Claim,
if existing, may only become Allowed by Final Order of the Bankruptcy Court. The
Debtors are not aware of any asserted Subordinated Claim and believe that no
Subordinated Claim exists.
(3) Treatment: Holders of Allowed Subordinated Claims shall receive Cash in an amount
equal to such Allowed Subordinated Claim on the later of the Effective Date, the date on
which such Subordinated Claim is Allowed, or in the ordinary course of business in
accordance with the terms of the particular transaction giving rise to such Allowed
Subordinated Claim.
(4) Voting: Classes 1F through 4F are Unimpaired. Holders of Allowed Subordinated
Bankruptcy Code. Holders of Allowed Subordinated Claims are not entitled to vote to
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(g) Classes 1G Through 4G (Interests)
(1) Classification: Classes 1G through 4G consist of all Allowed Interests in the applicable
Debtor.
(2) Treatment: On the Effective Date, the Allowed Interests in the Debtors shall be
Reinstated.
(3) Voting: Classes 1G through 4G are Unimpaired. Holders of Allowed Interests in the
Debtors are conclusively presumed to have accepted the Plan under section 1126(f) of the
Bankruptcy Code. Holders of Allowed Interests are not entitled to vote to accept or reject
the Plan.
3.4 Special Provision Governing Unimpaired Claims
Nothing under the Plan shall affect the Debtors or the Reorganized Debtors rights regarding any
Unimpaired Claim, including all rights regarding legal and equitable defenses to or setoffs or recoupments against
any such Unimpaired Claim.
ARTICLE IV

PROVISIONS FOR IMPLEMENTATION OF THE PLAN
4.1 General Settlement of Claims
Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the
classification, distributions, releases, and other benefits provided under the Plan, on the Effective Date, the
provisions of the Plan shall constitute a good-faith compromise and settlement of all Claims and Interests.
4.2 Subordination
The allowance, classification, and treatment of all Claims and Interests under the Plan shall conform to and
with the respective contractual, legal, and equitable subordination rights of such Claims and Interests, and the Plan
shall recognize and implement any such rights. Pursuant to section 510 of the Bankruptcy Code, except where
otherwise provided herein, the Reorganized Debtors reserve the right to re-classify any Allowed Claim or Interest in
accordance with any contractual, legal, or equitable subordination relating thereto. For the avoidance of doubt, no
Claim in Classes 1A-4A shall be subject to subordination.
4.3 Sources of Cash for Plan Distributions
All Cash consideration necessary for the Reorganized Debtors to make payments or distributions pursuant
to this Plan shall be obtained from Cash from the Debtors, including Cash from business operations. Further, the
Debtors and the Reorganized Debtors will be entitled to transfer funds between and among themselves as they
determine to be necessary or appropriate to enable the Reorganized Debtors to satisfy their obligations under the
Plan. Except as set forth herein, any changes in intercompany account balances resulting from such transfers will be
accounted for and settled in accordance with the Debtors historical intercompany account settlement practices and
will not violate the terms of the Plan or the New Notes Indenture.
4.4 Issuance of the New Notes
On the Effective Date, the Reorganized Debtors are authorized and directed to issue, execute, deliver or
otherwise bring into effect, as the case may be, to or for the benefit of the Qualified Holders of Allowed Senior
Secured Notes Claims, the New Notes, the New Notes Indenture, the New Notes Indenture Deed, the Collateral
Documents and any other instruments, certificates, and other documents or agreements required to be issued,
executed or delivered pursuant to the Plan, and take any other necessary actions in connection with the foregoing, in
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each case without need for further notice to or order of the Bankruptcy Court, act, or action under applicable law,
regulation, order, or rule or the vote, consent, authorization, or approval of any Entity. The issuance of the New
Notes shall be exempt from registration under applicable securities laws pursuant to Section 4(a)(2) of the Securities
Act and Regulation S under the Securities Act, and the New Notes Indenture shall be exempt from qualification
under the Trust Indenture Act of 1939 pursuant to Section 304(b) thereof. All documents, agreements and
instruments entered into and delivered on or as of the Effective Date contemplated by or in furtherance of this Plan,
including the New Notes Indenture and any other agreement or document related thereto or entered into in
connection therewith, including the Collateral Documents, shall become effective and binding in accordance with
their respective terms and conditions upon the parties thereto, in each case without further notice to or order of the
Bankruptcy Court, act or action under applicable law, regulation, order, or rule or the vote, consent, authorization, or
approval of any Entity (other than as expressly required by such applicable agreement). On the Effective Date, the
guarantees, pledges, liens and other security interests granted pursuant to the New Notes Indenture and the
Collateral Documents (whether prior to or on the Effective Date) shall be deemed to have been granted in good faith
as an inducement to the Qualified Holders of Allowed Senior Secured Notes Claims to agree to the treatment
contemplated by the Plan and (a) shall be deemed to be approved, (b) shall be legal, binding, and creating or
continuing enforceable Liens on, and security interests in, the collateral granted thereunder in accordance with the
terms of the New Notes Indenture and the Collateral Documents, (c) shall be deemed perfected on the Effective
Date, subject only to such Liens and security interests as may be permitted under the New Notes Indenture and the
Collateral Documents, as the case may be, and (d) shall not be subject to recharacterization or equitable
subordination for any purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances
under the Bankruptcy Code or any applicable non bankruptcy law, including any applicable law of the Republic of
Chile. The Reorganized Debtors and the persons and entities granted such Liens and security interests are authorized
and directed to make all filings and recordings, and to obtain all governmental approvals and consents necessary to
establish and perfect such Liens and security interests under the provisions of the applicable state, provincial,
federal, or other law (whether domestic or foreign) that would be applicable in the absence of the Plan and the
Confirmation Order (it being understood that perfection shall occur automatically by virtue of the entry of the
Confirmation Order and no such filings, recordings, approvals, and consents shall be necessary), and will thereafter
cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give
notice of such Liens and security interests to third parties.
4.5 Vesting of Assets in the Reorganized Debtors
Except as otherwise provided herein, or in any agreement, instrument, or other document incorporated in
the Plan, on the Effective Date, all property in each Estate and all Causes of Action, shall vest in each respective
Reorganized Debtor, free and clear of all Liens, Claims, charges, or other encumbrances. On and after the Effective
Date, except as otherwise provided in the Plan or in the New Notes Indenture, or any other agreement or document
related thereto or entered into in connection therewith, each Reorganized Debtor may operate its business and may
use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without
supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy
Rules.
4.6 Discharge from Notes, Instruments, Certificates, and Other Documents
On the Effective Date, except as otherwise provided in this Plan, including Section 8.10 below, or the
Confirmation Order: (1) the Finance Agreements, the Sponsor Support Agreement and any other certificate, share,
note, bond, indenture, purchase right, option, warrant, or other instrument or document, directly or indirectly,
evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors giving rise to any
Claim or Interest (except such certificates, notes, or other instruments or documents evidencing indebtedness or
obligations of or ownership interest in the Debtors that are specifically Reinstated or otherwise not Impaired under
the Plan) shall be deemed cancelled, discharged, and extinguished (a) with respect to all rights of and obligations
owed by any Debtor under any such indentures, instruments or similar agreements, and the Reorganized Debtors
shall not have any continuing obligations thereunder, (b) with respect to the rights and obligations of the Alsacia
Shareholders under the Sponsor Support Agreement and (c) except as provided below in this Section 4.6, with
respect to the rights and obligations of the Collateral Trustees and the Trustee under the Finance Agreements or
similar agreements against (or to) any other Person except (i) the Debtors, (ii) the Reorganized Debtors, or (iii) with
respect to (i) and (ii), any of their respective Affiliates; and (2) the obligations of the Debtors pursuant, relating, or
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pertaining to any agreements, indentures, certificates of designation, bylaws, or certificate or articles of
incorporation or similar documents governing the shares, certificates, notes, bonds, purchase rights, options,
warrants, or other instruments or documents evidencing or creating any indebtedness or obligation of or ownership
interest in the Debtors (except such agreements, certificates, notes, or other instruments evidencing indebtedness or
obligations of or ownership interests in the Debtors that are specifically Reinstated or otherwise not Impaired under
the Plan) shall be released and discharged; provided, however, notwithstanding Confirmation or the occurrence of
the Effective Date, any such indenture or agreement that governs the rights of the Holder of a Claim shall continue
in effect solely for purposes of enabling Holders of Allowed Claims to receive distributions under the Plan as
provided herein; provided further, however, that the preceding proviso shall not affect the discharge of Claims or
Interests pursuant to the Bankruptcy Code, the Confirmation Order, or the Plan or result in any expense or liability
to the Reorganized Debtors, except to the extent set forth in or provided for under this Plan. Solely for the purpose
of clause (1)(c) in the immediately preceding sentence, the following rights of the Collateral Trustees and the
Trustee shall remain in effect after the Effective Date: (1) rights as the Collateral Trustees and the Trustee and rights
in connection with any other role under the Finance Agreements, including rights to payment of fees, expenses and
indemnification obligations, including from property distributed hereunder to the Collateral Trustees and/or the
Trustee, whether pursuant to the exercise of a charging lien or otherwise, (2) rights relating to distributions made to
Holders of Allowed Senior Secured Notes Claims by the Collateral Trustees and/or the Trustee from any source,
including distributions hereunder, (3) rights relating to representation of the interests of the Holders of Senior
Secured Notes Claims by the Collateral Trustees and the Trustee in the Chapter 11 Cases to the extent not
discharged or released hereunder or any order of the Bankruptcy Court, and (4) rights relating to participation by the
Collateral Trustees and the Trustee in any proceedings or appeals related to the Plan. On and after the Effective
Date, all duties and responsibilities of the Collateral Trustees and the Trustee shall be discharged unless otherwise
specifically set forth in or provided for under the Plan. Notwithstanding anything in this Plan to the contrary, this
Section 4.6 shall not be amended, supplemented, or modified without the prior written consent of the Collateral
Trustees, the Trustee and the Requisite Consenting Senior Secured Noteholders.
4.7 Execution of Plan Documents
Except as otherwise provided herein, and subject to the consent rights afforded the Requisite Consenting
Senior Secured Noteholders under this Plan, on the Effective Date, or as soon as practicable thereafter, the
Reorganized Debtors shall execute all instruments and other documents required to be executed under the Plan.
4.8 Corporate Action
The Debtors or the Reorganized Debtors, as applicable, are authorized to take all further corporate actions
necessary to effectuate the Plan and authorize each of the matters provided for by the Plan involving the corporate
structure of the Debtors or corporate or related actions to be taken by or required of the Reorganized Debtors,
whether taken prior to or as of the Effective Date, including the issuance of the New Notes.
4.9 New Corporate Governance Documents
To the extent required by applicable law, on or immediately before the Effective Date, the Reorganized
Debtors will file their respective New Corporate Governance Documents with the applicable Secretaries of State
and/or other applicable authorities in their respective states, provinces, or countries of incorporation in accordance
with the corporate laws of the respective states, provinces, or countries of incorporation. The New Corporate
Governance Documents will be consistent with the provisions of the Plan and the Bankruptcy Code and shall be in
form and substance reasonably satisfactory to the Requisite Consenting Senior Secured Noteholders. After the
Effective Date, each Reorganized Debtor may amend and restate its New Corporate Governance Documents as
permitted by the laws of its respective jurisdiction of formation and its respective New Corporate Governance
Documents.
4.10 Effectuating Documents; Further Transactions
On and after the Effective Date, the Reorganized Debtors, and the officers and members of the boards of
directors thereof, are authorized to and may issue, execute, deliver, file, or record such contracts, securities,
instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate
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to effectuate, implement, and further evidence the terms and conditions of the Plan, without the need for any
approvals, authorizations, or consents except for those expressly required under the Plan.
4.11 Section 1146(a) Exemption
Pursuant to section 1146(a) of the Bankruptcy Code, any transfers of property under the Plan shall not be
subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp
act, real estate transfer tax, mortgage recording tax, or other similar tax or governmental assessment, and upon entry
of the Confirmation Order, the appropriate state or local governmental officials or agents shall forgo the collection
of any such tax or governmental assessment and accept for filing and recordation any of the foregoing instruments
or other documents without the payment of any such tax, recordation fee, or governmental assessment.
4.12 Managers, Directors and Officers
Subject to any requirement of Bankruptcy Court approval pursuant to section 1129(a)(5) of the Bankruptcy
Code, and except as may otherwise be disclosed in the Disclosure Statement, on the Effective Date, the directors and
officers who are identified in the Plan Supplement shall serve as the initial board of directors and officers of the
Reorganized Debtors that are corporations. Pursuant to section 1129(a)(5), the Debtors will disclose in the Plan
Supplement, on or prior to the Confirmation Date, the identity and affiliations of any Person proposed to serve on a
Reorganized Debtors board of directors and, to the extent such Person is an Insider, the nature of any compensation
for such Person. After the Effective Date, the corporate governance and management of the Reorganized Debtors
shall be determined by the applicable board of managers or board of directors in accordance with the laws of the
applicable state or country of organization.
4.13 Incentive Plans and Employee and Retiree Benefits
Except as otherwise provided herein, on and after the Effective Date, subject to any Final Order, the
Reorganized Debtors shall: (a) adopt, assume and/or honor in the ordinary course of business, any contracts,
agreements, policies, programs, and plans, in accordance with their respective terms, for, among other things,
compensation, including any incentive plan, health care benefits, disability benefits, deferred compensation benefits,
savings, severance benefits, retirement benefits, welfare benefits, workers compensation insurance, and accidental
death and dismemberment insurance for the directors, officers, and employees of any of the Debtors who served in
such capacity from and after the Petition Date and (b) honor, in the ordinary course of business, Claims of
employees employed as of the Effective Date for accrued vacation time, and other employee benefits arising prior to
the Petition Date and not otherwise paid pursuant to a Bankruptcy Court order. Notwithstanding the foregoing,
pursuant to section 1129(a)(13) of the Bankruptcy Code, from and after the Effective Date, all retiree benefits (as
that term is defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paid.
4.14 Preservation of Rights of Action
Unless any Causes of Action against an Entity are expressly waived, relinquished, exculpated, released,
compromised, or settled in the Plan or by a Final Order, in accordance with section 1123(b) of the Bankruptcy Code,
the Reorganized Debtors shall retain and may enforce all rights to commence and pursue any and all Causes of
Action, whether arising before or after the Petition Date, including any actions specifically enumerated in the Plan
Supplement, and the Reorganized Debtors rights to commence, prosecute, or settle such Causes of Action shall be
preserved notwithstanding the occurrence of the Effective Date. No Entity may rely on the absence of a specific
reference in the Plan, the Plan Supplement, or the Disclosure Statement to any Cause of Action against them
as any indication that the Debtors or the Reorganized Debtors will not pursue any and all available Causes of
Action against them. The Debtors and the Reorganized Debtors expressly reserve all rights to prosecute any
and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan. Unless any
Causes of Action against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled
in the Plan or a Bankruptcy Court order, the Reorganized Debtors expressly reserve all Causes of Action, for later
adjudication, and, therefore no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue
preclusion, claim preclusion, estoppel, judicial, equitable, or otherwise, or laches, shall apply to such Causes of
Action upon, after, or as a consequence of the Confirmation or Consummation.
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The Reorganized Debtors reserve and shall retain Causes of Action notwithstanding the rejection of any
Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. In accordance with
section 1123(b)(3) of the Bankruptcy Code, any Causes of Action that a Debtor may hold against any Entity shall
vest in the Reorganized Debtors. The applicable Reorganized Debtor, through its authorized agents or
representatives, shall retain and may exclusively enforce any and all such Causes of Action. The Reorganized
Debtors shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce,
abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action, or to decline to
do any of the foregoing, without the consent or approval of any third party or any further notice to or action, order,
ARTICLE V

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
5.1 Assumption of Executory Contracts and Unexpired Leases
On the Effective Date, except as otherwise provided herein or pursuant to the Confirmation Order,
Executory Contracts and Unexpired Leases shall be deemed assumed, without the need for any further notice to or
action, order, or approval of the Bankruptcy Court, as of the Effective Date under section 365 of the Bankruptcy
Code, unless such Executory Contract or Unexpired Lease: (a) is listed on the Rejection Schedule; (b) has been
previously assumed or rejected by the Debtors by Final Order or has been assumed or rejected by the Debtors by
order of the Bankruptcy Court as of the Effective Date, which order becomes a Final Order after the Effective Date;
(c) previously expired or terminated pursuant to its own terms; or (d) is the subject of a motion to assume or reject
pending as of the Effective Date. The Confirmation Order will constitute an order of the Bankruptcy Court
approving the above-described assumptions, assignments, and rejections.
Except as otherwise provided herein or agreed to by the Debtor and the applicable counterparty, each
assumed Executory Contract or Unexpired Lease shall include all modifications, amendments, supplements,
restatements, or other agreements related thereto, and all rights related thereto, if any, including all easements,
licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests, unless any of
the foregoing agreements has been previously rejected or repudiated or is rejected or repudiated hereunder.
Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired
Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the
prepetition nature of the Executory Contract or Unexpired Lease or the validity, priority, or amount of any Claims
that may arise in connection therewith.
5.2 Cure of Defaults and Objections to Cure and Assumption
Any monetary defaults under each Executory Contract and Unexpired Lease to be assumed pursuant to the
Plan shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the Cure on the
Effective Date or as soon as reasonably practicable thereafter, subject to the limitation described below, or on such
other terms as the parties to such Executory Contracts or Unexpired Leases may otherwise agree. Any Cure shall be
deemed fully satisfied, released, and discharged upon payment by the Debtors or the Reorganized Debtors, as
applicable, of the Cure; provided, however, that nothing herein shall prevent the Reorganized Debtors from paying
any Cure despite the failure of the relevant counterparty to file such request for payment of such Cure so long as
payment of such Cure does not violate the terms of the New Notes Indenture.
At least fourteen (14) calendar days before the Confirmation Hearing, the Debtors shall distribute, or cause
to be distributed Cure Notices of proposed assumption and proposed amounts of Cures to the applicable third
parties. In the event of a dispute regarding (i) the amount of any Cure, (ii) the ability of the Reorganized Debtors or
any assignee to provide adequate assurance of future performance (within the meaning of section 365 of the
Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed, or (iii) any other matter
pertaining to assumption, the payments required by section 365(b)(1) of the Bankruptcy Code in respect of Cures
shall be made following the entry of a Final Order or orders resolving the dispute and approving the assumption
(and, if applicable, assignment). Any objection by a counterparty to an Executory Contract or Unexpired Lease to a
proposed assumption or related Cure must be filed with the Bankruptcy Court and served on the Debtors and
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counsel to the Ad Hoc Group within no later than four (4) calendar days before the Confirmation Hearing. Any
counterparty to an Executory Contract or Unexpired Lease that fails to timely object to the proposed assumption or
Cure of any Executory Contract or Unexpired Lease will be deemed to have consented to such assumption or Cure.
The Debtors or Reorganized Debtors, as applicable, on notice to counsel to the Ad Hoc Group, also may settle any
Cure without any further notice to or action, order, or approval of the Bankruptcy Court. The Debtors or
Reorganized Debtors, as applicable, reserve the right either to reject or nullify the assumption of any Executory
Contract or Unexpired Lease within 45 days after a Final Order resolving an objection to assumption or determining
the Cure or any request for adequate assurance of future performance required to assume such Executory Contract or
Unexpired Lease, is entered.
Assumption of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall result in
the full release and satisfaction of any Cures, Claims, or defaults, whether monetary or nonmonetary, including
defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related
defaults, arising under any assumed Executory Contract or Unexpired Lease at any time prior to the effective date of
assumption. Any and all Proofs of Claim based upon Executory Contracts or Unexpired Leases that have been
assumed in the Chapter 11 Cases, including pursuant to the Confirmation Order, shall be deemed disallowed and
expunged as of the Effective Date without the need for any objection thereto or any further notice to or action, order,
5.3 Pre-existing Payment and Other Obligations
Rejection of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall not
constitute a termination of pre-existing obligations owed to the Debtors or Reorganized Debtors, as applicable,
under such contract or lease. In particular, notwithstanding any applicable non-bankruptcy law to the contrary, the
Reorganized Debtors expressly reserve and do not waive any right to receive, or any continuing obligation of a
counterparty to provide: (a) payment to the contracting Debtors or Reorganized Debtors, as applicable, of
outstanding and future amounts owing thereto under or in connection with rejected Executory Contracts or
Unexpired Leases or (b) warranties or continued maintenance obligations on goods previously purchased by the
contracting Debtors or Reorganized Debtors, as applicable, from counterparties to rejected Executory Contracts.
5.4 Rejection Damages Claims and Objections to Rejections
Pursuant to section 502(g) of the Bankruptcy Code, counterparties to Executory Contracts or Unexpired
Leases that are rejected shall have the right to assert Claims, if any, on account of the rejection of such contracts and
leases. Unless otherwise provided by a Bankruptcy Court order, any Proofs of Claim asserting Claims arising from
the rejection of Executory Contracts and Unexpired Leases pursuant to the Plan must be filed with the Claims and
Solicitation Agent no later than 30 days after the later of the Confirmation Date or the effective date of rejection.
Any such Proofs of Claim that are not timely filed shall be disallowed without the need for any further notice to or
action, order, or approval of the Bankruptcy Court. Such Proofs of Claim shall be forever barred, estopped, and
enjoined from assertion. Moreover, such Proofs of Claim shall not be enforceable against any Reorganized Debtor,
without the need for any objection by the Reorganized Debtors or any further notice to or action, order, or approval
of the Bankruptcy Court, and any Claim arising out of the rejection of the Executory Contract or Unexpired Lease
shall be deemed fully satisfied, released, and discharged notwithstanding anything in a Proof of Claim to the
contrary. All Allowed Claims arising from the rejection of Executory Contracts and Unexpired Leases shall be
classified as Class DGeneral Unsecured Claims against the applicable Debtor counterparty thereto.
5.5 Contracts and Leases Entered Into After the Petition Date
Contracts and leases entered into after the Petition Date by any Debtor and any Executory Contracts and
Unexpired Leases assumed by any Debtor may be performed by the applicable Reorganized Debtor in the ordinary
course of business.
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5.6 Reservation of Rights
Neither the exclusion nor inclusion of any contract or lease in the Plan Supplement, nor anything contained
in the Plan or the Cure Notice shall constitute an admission by the Debtors that any such contract or lease is in fact
an Executory Contract or Unexpired Lease or that any Reorganized Debtor has any liability thereunder. If there is a
dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection,
the Debtors or Reorganized Debtors, as applicable, shall have 45 days following entry of a Final Order resolving
such dispute to alter their treatment of such contract or lease.
ARTICLE VI

PROVISIONS GOVERNING DISTRIBUTIONS
6.1 Distributions on Account of Claims Allowed as of the Effective Date
Except as otherwise provided in the Plan, a Final Order, or as otherwise agreed to by the Debtors or the
Reorganized Debtors (as the case may be) and the Holder of the applicable Allowed Claim, on the Distribution Date,
the Reorganized Debtors shall make initial distributions under the Plan on account of Claims Allowed on or before
the Effective Date, subject to the Debtors and Reorganized Debtors right to object to Claims; provided, however,
that (1) Allowed Administrative Claims with respect to liabilities incurred by the Debtors in the ordinary course of
business during the Chapter 11 Cases or assumed by the Debtors prior to the Effective Date shall be paid or
performed in the ordinary course of business in accordance with the terms and conditions of any controlling
agreements, course of dealing, course of business, or industry practice and (2) Allowed Priority Tax Claims shall be
paid in accordance with Section 2.3. To the extent any Allowed Priority Tax Claim is not due and owing on the
Effective Date, such Claim may be paid in full in Cash in accordance with the terms of any agreement between the
Debtors or the Reorganized Debtors (as the case may be) and the Holder of such Claim or as may be due and
payable under applicable non-bankruptcy law or in the ordinary course of business.
6.2 Special Rules for Distributions to Holders of Disputed Claims
Notwithstanding any provision otherwise in the Plan and except as otherwise agreed by the relevant parties:
(1) no partial payments and no partial distributions shall be made with respect to a Disputed Claim until all such
disputes in connection with such Disputed Claim have been resolved by settlement or Final Order and (2) any Entity
that holds both an Allowed Claim and a Disputed Claim shall not receive any distribution on the Allowed Claim
unless and until all objections to the Disputed Claim have been resolved by settlement or Final Order or the Claim
has been Allowed or expunged. Any dividends or other distributions arising from property distributed to Holders of
Allowed Claims in a Class and paid to such Holders under the Plan shall be paid also, in the applicable amounts, to
any Holder of a Disputed Claim, as applicable, in such Class that becomes an Allowed Claim after the date or dates
that such dividends or other distributions were earlier paid to Holders of Allowed Claims in such Class.
6.3 Disbursing Agent
Except as otherwise provided in the Plan, all distributions under the Plan shall be made by the Disbursing
Agent on or as soon as practicable after the Effective Date. To the extent the Disbursing Agent is one or more of the
Reorganized Debtors, the Disbursing Agent shall not be required to give any bond or surety or other security for the
performance of its duties unless otherwise ordered by the Bankruptcy Court.
The Disbursing Agent shall be empowered to: (a) effect all actions and execute all agreements, instruments,
and other documents necessary to perform its duties under the Plan; (b) make all distributions contemplated hereby;
(c) employ professionals to represent it with respect to its responsibilities; and (d) exercise such other powers as may
be vested in the Disbursing Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the
Disbursing Agent to be necessary and proper to implement the provisions hereof.
Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees and out-of-pocket
expenses incurred by the Disbursing Agent on or after the Effective Date (including taxes) and any reasonable
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compensation and out-of-pocket expense reimbursement claims (including reasonable attorney fees and expenses)
made by the Disbursing Agent may be paid in Cash by the Reorganized Debtors.
6.4 Distributions on Account of Senior Secured Notes Claims
(a) As a condition to participation under the Plan, each Holder of a Senior Secured Notes Claim that
is a Qualified Holder is required to review the Letter of Transmittal and take the following action as applicable to
tender its Senior Secured Notes:
(1) on or before the Distribution Election Deadline, surrender its Senior Secured Notes by
completing the Book-Entry Confirmation procedure (more fully described below) for
Qualified Holders; or
(2) after the Distribution Election Deadline, complete and return a duly completed Letter of
Transmittal to the Disbursing Agent together with any documents required in connection
therewith.
(b) As a condition to participation under the Plan, each Holder of a Senior Secured Notes Claim that
is a Non-Qualified Holder is required to review the Letter of Transmittal and take the following action as applicable
to tender its Senior Secured Notes:
(1) on or before the Distribution Election Deadline, surrender its Senior Secured Notes by
completing the Book-Entry Confirmation procedure (more fully described below) for
Non-Qualified Holders; or
(2) after the Distribution Election Deadline, complete and return a duly completed Letter of
Transmittal to the Disbursing Agent together with any documents required in connection
therewith.
(c) On or promptly after the Effective Date, the Debtors will request that DTC impose a chill order
on any Senior Secured Notes that have not been validly tendered prior to the Distribution Election Deadline.
(d) On the Effective Date, or as soon as reasonably practicable thereafter, the Disbursing Agent will
distribute, through ATOP, the New Notes corresponding to each Qualified Holder that has completed the procedures
specified in clause (a)(1) above; provided, however, that if the Effective Date has not occurred by ten (10) calendar
days after the Distribution Election Deadline, the Disbursing Agent shall immediately reverse the book-entry
delivery of Senior Secured Notes made using DTC's ATOP system by the Distribution Election Deadline, provided,
further, that the foregoing requirement may be extended to a later date mutually agreed by the Debtors and the
Requisite Consenting Senior Secured Noteholders in a written notice provided to the Disbursing Agent.
(e) The Disbursing Agent will (i) on the date that is ten (10) Business Days following the Effective
Date calculate the amount of the Non-Qualified Holder Distribution payable to Non-Qualified Holders per
U.S.$1,000 principal amount of Senior Secured Notes and (ii) on the date that is two (2) Business Days following
such calculation, distribute, through ATOP, the Non-Qualified Holder Distribution corresponding to each Non-
Qualified Holder that has completed the procedures specified in clause (b)(1) above.
(f) On the date that is sixty (60) days following the Effective Date (the First Follow-on Distribution
Date), the Disbursing Agent will:
(1) Deliver to each Qualified Holder that has completed the procedures specified in clause
(a)(2) above on or prior to the date that is fifteen (15) days immediately prior to the First
Follow-on Distribution Date the New Notes corresponding to such Qualified Holder,
which New Notes will be delivered by crediting the DTC account specified by such
Qualified Holder in their Letter of Transmittal (via Deposit/Withdrawal at Custodian
(DWAC) procedures in cooperation with and at the direction of the indenture trustee
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for the New Notes). Qualified Holders will be compensated for any interest payments,
pre-payments, repayments, redemptions or other distributions made from the Effective
Date through and including such First Follow-on Distribution Date, as if such Holder had
received its New Notes on the Effective Date; and
(2) Deliver to each Non-Qualified Holder that has completed the procedures specified in
clause (b)(2) above on or prior to the date that is fifteen (15) days immediately prior to
the First Follow-on Distribution Date the Non-Qualified Holder Distribution
corresponding to such Non-Qualified Holder, which Non-Qualified Holder Distribution
will be delivered by crediting the bank account specified by such Non-Qualified Holder
in the Letter of Transmittal. Non-Qualified Holders receiving a Non-Qualified Holder
Distribution on the First Follow-on Distribution Date will be entitled to interest that
accrues on such Non-Qualified Holder Distribution with respect to the period from the
Effective Date to the First Follow-on Distribution Date at the applicable rate provided to
the New Notes.
(g) On the date that is one hundred and ninety-five (195) days following the Effective Date (the Final
Follow-on Distribution Date), the Disbursing Agent will:
(1) Deliver to each Qualified Holder that has completed the procedures specified in clause
(a)(2) above on or prior to the date that is fifteen (15) days immediately prior to the Final
Follow-on Distribution Date the New Notes corresponding to such Qualified Holder,
which New Notes will be delivered by crediting the DTC account specified by such
Qualified Holder in their Letter of Transmittal (via DWAC deposit procedures in
cooperation with and at the direction of the indenture trustee for the New Notes).
Qualified Holders will be compensated for any interest payments, pre-payments,
repayments, redemptions or other distributions made from the Effective Date through and
including such Final Follow-on Distribution Date, as if such Holder had received its New
Notes on the Effective Date; and
(2) Deliver to each Non-Qualified Holder that has completed the procedures specified in
clause (b)(2) above on or prior to the date that is fifteen (15) days immediately prior to
such Final Follow-on Distribution Date the Non-Qualified Holder Distribution
corresponding to such Non-Qualified Holder, which Non-Qualified Holder Distribution
will be delivered by crediting the bank account specified by such Non-Qualified Holder
in the Letter of Transmittal. Non-Qualified Holders receiving a Non-Qualified Holder
Distribution on the Final Follow-on Distribution Date will be entitled to interest that
accrues on such Non-Qualified Holder Distribution with respect to the period from the
Effective Date to the Final Follow-on Distribution Date at the applicable rate provided to
the New Notes.
(h) The Disbursing Agent and/or any applicable broker or agent shall use reasonable best efforts to
obtain the surrender of all certificates or instruments relating to the Senior Secured Notes to the Debtors, the
Reorganized Debtors or the Disbursing Agent and shall execute such other documents as might be necessary to
effectuate the Plan. Any Holder of Senior Secured Notes who fails to surrender the applicable Senior Secured Notes
required to be tendered under the Plan within one hundred and eighty (180) days after the Effective Date shall have
its Claim and its distribution pursuant to the Plan on account of such Senior Secured Notes Claim discharged and
forfeited and shall not participate in any distribution under the Plan. Any property in respect of such forfeited
Senior Secured Notes Claims would revert to the Reorganized Debtors.
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6.5 Book Entry Transfer: ATOP
The Disbursing Agent will work with DTC to establish this distribution event relating to the Senior Secured
Notes on DTCs ATOP system.
1
A beneficial owner of Senior Secured Notes that are held by or registered in the
name of a broker, dealer, commercial bank, trust company or other nominee or custodian (each, a Nominee) is
urged to contact such Nominee promptly if such beneficial owner wishes to participate. Only Nominees that are
participants in DTCs ATOP system can effectuate a book-entry delivery of the Senior Secured Notes on a Holders
behalf. Beneficial holders of the Senior Secured Notes must allow sufficient time for its Nominee to effectuate the
book-entry delivery of its Senior Secured Notes via ATOP on or before the Distribution Election Deadline.
At the Holders instruction, the tendering Nominee participant in DTC's ATOP system must make a book
entry delivery of the Senior Secured Notes by causing DTC to transfer such Senior Secured Notes into the
appropriate contra-CUSIP
2
in accordance with ATOP procedures for transfers on or before the Distribution Election
Deadline. Once DTC receives the Nominees instruction to initiate a book entry delivery of a Holders Senior
Secured Notes, DTC will verify such instruction, execute a book-entry transfer of the tendered Senior Secured Notes
into the appropriate contra-CUSIP and then send to the Disbursing Agent confirmation of such book-entry transfer,
including an agent's message confirming that DTC has received an express acknowledgment from such holder that
such holder has received and agrees to be bound by the Letter of Transmittal and that the company may enforce the
Letter of Transmittal against such holder (a Book-Entry Confirmation).
ALL QUESTIONS AS TO THE VALIDITY, FORM, ELIGIBILITY (INCLUDING TIME OF RECEIPT),
AND ACCEPTANCE OF LETTERS OF TRANSMITTAL AND TENDERED SENIOR SECURED NOTES WILL
BE RESOLVED BY THE REORGANIZED DEBTORS, WHOSE DETERMINATION WILL BE FINAL AND
BINDING, SUBJECT ONLY TO REVIEW BY THE BANKRUPTCY COURT UPON APPLICATION WITH
DUE NOTICE TO ANY AFFECTED PARTIES IN INTEREST. THE DEBTOR RESERVES THE RIGHT TO
REJECT ANY AND ALL LETTERS OF TRANSMITTAL AND TENDERED SENIOR SECURED NOTES NOT
IN PROPER FORM, OR LETTERS OF TRANSMITTAL AND TENDERED SENIOR SECURED NOTES, THE
DEBTOR'S ACCEPTANCE OF WHICH WOULD, IN THE OPINION OF THE DEBTOR OR ITS COUNSEL, BE
UNLAWFUL.
6.6 Letter of Transmittal
To the extent a Holder is required to deliver a Letter of Transmittal to the Disbursing Agent, signatures on
such Letter of Transmittal must be guaranteed by an Eligible Institution. If Senior Secured Notes are registered in
the name of a person other than the person signing the Letter of Transmittal, in order to be validly tendered, the
Senior Secured Notes must be endorsed or accompanied by a properly completed power of authority, with signature
guaranteed by an Eligible Institution.
6.7 Delivery of Distributions and Undeliverable or Unclaimed Distributions
(a) Delivery of Distributions
Except as otherwise provided in the Plan (including in Section 6.4 above), distributions to Holders of
Allowed Claims shall be made to Holders of record as of the Distribution Record Date by the Reorganized Debtors
or the Disbursing Agent, as appropriate: (a) to the signatory set forth on any of the Proofs of Claim filed by such
Holder or other representative identified therein (or at the last known addresses of such Holder if no Proof of Claim
is filed or if the Debtors have not been notified in writing of a change of address); (b) at the addresses set forth in
any written notices of address changes delivered to the Reorganized Debtors or the applicable Disbursing Agent, as
appropriate, after the date of any related Proof of Claim; or (c) on any counsel that has appeared in the Chapter 11

1
In the event DTC is unwilling or unable to utilize the ATOP system to surrender the Senior Secured Notes,
a Nominee will be required to withdraw a Holders Senior Secured Notes from DTC via Deposit/Withdrawal at
Custodian (DWAC) procedures.
2
A contra-CUSIP is the CUSIP used to segregate a Holders position for a voluntary distribution event at the
instruction of the Holder.
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Cases on the Holders behalf. The Debtors shall have no obligation to recognize any transfer of Claims or Interests
occurring on or after the Distribution Record Date; provided, however, that distributions on account of the Senior
Secured Notes Claims shall be made in accordance with Section 6.4 above. Subject to this Article VI, distributions
under the Plan on account of Allowed Claims shall not be subject to levy, garnishment, attachment, or like legal
process, so that each Holder of an Allowed Claim shall have and receive the benefit of the distributions in the
manner set forth in the Plan. The Debtors, the Reorganized Debtors, and the Disbursing Agent, as applicable, shall
not incur any liability whatsoever on account of any distributions under the Plan except for fraud, gross negligence,
or willful misconduct.
(b) Minimum; De Minimis Distributions.
Notwithstanding anything to the contrary contained in the Plan, the Disbursing Agent shall not be required
to distribute Cash or other property to the Holder of any Allowed Claim or Allowed Interest if the amount of Cash or
other property to be distributed on account of such Allowed Claim or Allowed Interest is less than $50. Any Holder
of an Allowed Claim or Allowed Interest on account of which the amount of Cash or other property to be distributed
is less than such amount shall have such Claim or Interest, as applicable, discharged and shall be forever barred from
asserting such Claim or Interest against the Debtors, the Reorganized Debtors, or their respective property. Any
Cash or other property not distributed pursuant to this provision shall be the property of the Reorganized Debtors.
(c) Compliance Matters
In connection with the Plan, to the extent applicable, the Reorganized Debtors or the Disbursing Agent
shall comply with all tax withholding and reporting requirements imposed on them by any Governmental Unit, and
all distributions pursuant to the Plan shall be subject to such withholding and reporting requirements.
Notwithstanding any provision in the Plan to the contrary, the Reorganized Debtors or the Disbursing Agent shall be
authorized to take all actions necessary or appropriate to comply with such withholding and reporting requirements,
including liquidating a portion of the distribution to be made under the Plan to generate sufficient funds to pay
applicable withholding taxes, withholding distributions pending receipt of information necessary to facilitate such
distributions, or establishing any other mechanisms they believe are reasonable and appropriate. The Reorganized
Debtors reserve the right to allocate all distributions made under the Plan in compliance with all applicable wage
garnishments, alimony, child support, and other spousal awards, liens, and encumbrances. All Persons holding
Claims shall be required to provide any information necessary to effect information reporting and the withholding of
such taxes. Notwithstanding any other provision of this Plan to the contrary, (a) each Holder of an Allowed Claim
shall have the sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by
any Governmental Unit, including income, withholding and other tax obligations, on account of such distribution,
and (b) no distribution shall be made to or on behalf of such Holder pursuant to the Plan unless and until such
Holder has made arrangements satisfactory to the Reorganized Debtors for the payment and satisfaction of such tax
obligations.
(d) Section 4(a)(2) and Regulation S Exemptions
Section 4(a)(2) of the Securities Act provides that the registration requirements of the Securities Act will
not apply to transactions by an issuer not involving any public offering. 15 U.S.C. 77d(a)(2). In addition, 230
CFR 901 provides that for the purposes of the registration requirements of the Securities Act (15 U.S.C. 77(e)),
the terms offer, offer to sell, sell, sale, and offer to buy shall be deemed to include offers and sales that occur within
the United States and shall be deemed not to include offers and sales that occur outside the United States.
New Notes are being issued only to Qualified Holders that certify that they are:
(1) Qualified Institutional Buyers as such term is defined in 230 CFR 144A(a);
(2) Accredited Investors as defined in Rule 501(a) under the Securities Act; or
(3) Persons other than a U.S. Person, as such term is defined in Rule 901(k) under the
Securities Act, who are not located in the United States.
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Consequently, the Debtors believe that the solicitation of votes from Qualified Holders to accept or reject
the Plan is not a public offering (and is therefore exempt from the registration requirements of Section 5 of the
Securities Act pursuant to Section 4(a)(2) of the Securities Act) or is an offering of securities outside the United
States (and therefore is not subject to the registration requirements of Section 5 as set forth in Regulation S, 230
CFR 900 et seq).
The Debtors believe that the solicitation of votes from Non-Qualified Holders constitutes a cash tender
offer for the Senior Secured Notes that complies with Regulation 14E under the Securities Exchange Act of 1934,
240 CFR 14e-1 et seq.
(e) Cash Payments
Except as otherwise set forth in this Section 6.7(e), distributions of Cash under the Plan shall be made by
the Disbursing Agent on behalf of the applicable Debtor (or Debtors) in U.S. dollars. At the option of the
Disbursing Agent, any Cash payment to be made hereunder may be made by check or wire transfer or as otherwise
required or provided in applicable agreements. Cash payments to creditors outside of the United States of America
may be made, at the option of the Disbursing Agent, in such funds and by such means as are necessary or customary
in a particular foreign jurisdiction.
(f) Undeliverable and Unclaimed Distributions
(1) Undeliverable Distributions. If any distribution to a Holder of an Allowed Claim is
returned to the Reorganized Debtors or the Disbursing Agent as undeliverable or is
otherwise unclaimed, no further distributions shall be made to such Holder unless and
until the Reorganized Debtors or the Disbursing Agent are notified in writing of such
Holders then-current address or other necessary information for delivery. Subject to the
succeeding sentence, the Reorganized Debtors or their duly appointed disbursing agent
shall retain undeliverable distributions until such time as a distribution becomes
deliverable. Each Holder of an Allowed Claim whose distribution remains (i)
undeliverable for one hundred and eighty (180) days after the distribution is returned as
undeliverable or (ii) otherwise has not been deposited, endorsed or negotiated within one
hundred and eighty (180) days of the date of issuance shall have no claim to or interest in
such distribution and shall be forever barred from receiving any distribution under the
Plan. Nothing contained in this Plan shall require the Debtors, the Reorganized Debtors
or the Disbursing Agent to attempt to locate any Holder of an Allowed Claim.
(2) Reversion. Any distribution under the Plan that is an Unclaimed Distribution for a period
of one hundred and eighty (180) days after distribution shall be deemed unclaimed
property under section 347(b) of the Bankruptcy Code and such Unclaimed Distribution
shall revest in the applicable Reorganized Debtor. Upon such revesting, the Claim or
Interest of any Holder or its successors with respect to such property shall be cancelled,
discharged, and forever barred notwithstanding any applicable federal or state escheat,
abandoned, or unclaimed property laws, or any provisions in any document governing the
distribution that is an Unclaimed Distribution, to the contrary.
6.8 Claims Paid or Payable by Third Parties
(a) Claims Paid by Third Parties
A Claim shall be reduced in full, and such Claim shall be disallowed without a Claims objection having to
be filed and without any further notice to or action, order, or approval of the Bankruptcy Court, to the extent that the
Holder of such Claim receives payment in full on account of such Claim from a party that is not a Debtor or
Reorganized Debtor. To the extent a Holder of a Claim receives a distribution on account of such Claim and
receives payment from a party that is not a Debtor or a Reorganized Debtor on account of such Claim, such Holder
shall repay, return or deliver any distribution held by or transferred to the Holder to the applicable Reorganized
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Debtor to the extent the Holders total recovery on account of such Claim from the third party and under the Plan
exceeds the amount of such Claim as of the date of any such distribution under the Plan.
(b) Claims Payable by Insurance Carriers
No distributions under the Plan shall be made on account of an Allowed Claim that is payable pursuant to
one of the Debtors insurance policies until the Holder of such Allowed Claim has exhausted all remedies with
respect to such insurance policy. To the extent that one or more of the Debtors insurers agrees to satisfy in full a
Claim (if and to the extent adjudicated by a court of competent jurisdiction), then immediately upon such insurers
agreement, such Claim may be expunged to the extent of any agreed upon satisfaction on the Claims Register by the
Claims and Solicitation Agent without a Claims objection having to be filed and without any further notice to or
action, order, or approval of the Bankruptcy Court.
(c) Applicability of Insurance Policies
Except as otherwise expressly provided herein, distributions to Holders of Allowed Claims shall be in
accordance with the provisions of an applicable insurance policy. Nothing contained in the Plan shall constitute or
be deemed a waiver of any Cause of Action that the Debtors or any Entity may hold against any other Entity,
including insurers under any policies of insurance, nor shall anything contained herein constitute or be deemed a
waiver by such insurers of any defenses, including coverage defenses, held by such insurers.
6.9 Setoffs
Except as otherwise expressly provided herein, each Reorganized Debtor, pursuant to the Bankruptcy Code
(including section 553 of the Bankruptcy Code), applicable non-bankruptcy law, or as may be agreed to by the
Holder of a Claim, may set off against any Allowed Claim and the distributions to be made pursuant to the Plan on
account of such Allowed Claim (before any distribution is made on account of such Allowed Claim), any Claims,
rights, and Causes of Action of any nature that such Debtor or Reorganized Debtor, as applicable, may hold against
the Holder of such Allowed Claim, to the extent such Claims, rights, or Causes of Action against such Holder have
not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or
otherwise); provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim
pursuant to the Plan shall constitute a waiver or release by such Reorganized Debtor of any such Claims, rights, and
Causes of Action that such Reorganized Debtor may possess against such Holder. In no event shall any Holder of
Claims be entitled to set off any Claim against any Claim, right, or Cause of Action of the Debtor or Reorganized
Debtor, as applicable, unless such Holder has filed a motion with the Bankruptcy Court requesting the authority to
perform such setoff on or before the Confirmation Date, and notwithstanding any indication in any Proof of Claim
or otherwise that such Holder asserts, has, or intends to preserve any right of setoff pursuant to section 553 or
otherwise. For the avoidance of doubt, no Claim in Classes 1A to 4A shall be subject to setoff.
6.10 Allocation Between Principal and Accrued Interest
Except as otherwise provided in the Plan and to the extent permitted by applicable law, the aggregate
consideration paid to Holders with respect to their Allowed Claims shall be treated pursuant to the Plan for income
tax purposes as allocated first to the principal amount of such Allowed Claims (to the extent thereof) and, thereafter,
to the interest accrued through and including the Effective Date.
ARTICLE VII
PROCEDURES FOR RESOLVING DISPUTED CLAIMS
7.1 Disputed Claims
Except as otherwise provided herein, if a party files a Proof of Claim and the Debtors or Reorganized
Debtors, as applicable, do not determine, which determination shall be subject to the consent of the Requisite
Consenting Senior Secured Noteholders, which consent shall not be unreasonably withheld, and without the need for
notice to or action, order or approval of the Bankruptcy Court, that the Claim subject to such Proof of Claim is
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Allowed, such Claim shall be Disputed unless Allowed or disallowed by a Final Order or as otherwise set forth in
this ARTICLE VII. Except as otherwise provided herein, all Proofs of Claim filed after the Effective Date shall be
expunged without the need for any objection by the Reorganized Debtors or any further notice to or action, order, or
approval of the Bankruptcy Court. On and after the Effective Date, the Reorganized Debtors may settle any Claims
for which a Proof of Claim has been filed or for which a Proof of Claim has not been filed, without further notice to
or approval of the Bankruptcy Court, the Claims and Solicitation Agent, or any other party.
7.2 Resolution of Disputed Claims
Except insofar as a Claim is Allowed under the Plan, the Debtors or the Reorganized Debtors, as
applicable, shall be entitled to object to the Claim. Any objections to Claims shall be served and filed on or before
the 120th day after the Effective Date or by such later date as ordered by the Bankruptcy Court. Notwithstanding
any authority to the contrary, an objection to a Claim shall be deemed properly served on the Holder thereof if
service is effected in any of the following manners: (a) in accordance with Rule 4 of the Federal Rules of Civil
Procedure, as modified and made applicable by Bankruptcy Rule 7004; or (b) by first class mail, postage prepaid, on
any counsel that has appeared on the Holders behalf in the Chapter 11 Cases. The Debtors and the Reorganized
Debtors shall be authorized to, and shall resolve all Disputed Claims or Interests by withdrawing or settling such
objections thereto, with the consent of the Requisite Consenting Senior Secured Noteholders, which consent shall
not be unreasonably withheld, or by litigating to Final Order in the Bankruptcy Court the validity, nature and/or
amount thereof. All Claims not objected to by the end of such 120-day period shall be deemed Allowed unless such
period is extended upon approval of the Bankruptcy Court. For the avoidance of doubt, except as otherwise
provided in the Plan, from and after the Effective Date, each Reorganized Debtor shall have and retain any and all
rights and defenses such Debtor had immediately prior to the Effective Date with respect to any Disputed Claim,
including the Causes of Action retained pursuant to Section 4.14.
7.3 Estimation of Claims
The Debtors or the Reorganized Debtors, as applicable, may (but are not required to) at any time request
that the Bankruptcy Court estimate any Disputed Claim that is contingent or unliquidated in accordance with section
502(c) of the Bankruptcy Code for any reason, regardless of whether any Entity previously has objected to such
Claim or Interest or whether the Bankruptcy Court has ruled on any such objection. If the Bankruptcy Court
estimates any contingent or unliquidated Claim or Interest, the estimated amount shall constitute a maximum
limitation on such Claim or Interest for all purposes under the Plan (including for purposes of distributions), and the
relevant Reorganized Debtor may elect to pursue any supplemental proceedings to object to any ultimate distribution
on such Claim or Interest.
7.4 No Interest
Unless otherwise expressly provided in the Plan or by order of the Bankruptcy Court, postpetition interest
shall not accrue or be paid on Claims, and no Holder of a Claim shall be entitled to interest accruing on or after the
Petition Date on any Claim or right. Additionally, and without limiting the foregoing, interest shall not accrue or be
paid on any Disputed Claim with respect to the period from the Effective Date to the date a final distribution is made
on account of such Disputed Claim, if and when such Disputed Claim becomes an Allowed Claim.
7.5 No Distributions Pending Allowance
Notwithstanding any other provision of this Plan to the contrary, no payments or distributions of any kind
or nature shall be made with respect to all or any portion of a Disputed Claim unless and until all objections to such
Disputed Claim have been settled or withdrawn or have been determined by Final Order and the Disputed Claim has
become an Allowed Claim. Distributions on account of Disputed Claims that become Allowed Claims shall be
made pursuant to Section 6.2.
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7.6 Disallowance of Claims and Interests
All Claims of any Entity from which property is sought by the Debtors under section 542, 543, 550, or 553
of the Bankruptcy Code or that the Debtors or the Reorganized Debtors allege is a transferee of a transfer that is
avoidable under section 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code shall be
disallowed if: (a) the Entity, on the one hand, and the Debtors or the Reorganized Debtors, on the other hand, agree
or the Bankruptcy Court has determined by Final Order that such Entity or transferee is liable to turn over any
property or monies under any of the aforementioned sections of the Bankruptcy Code and (b) such Entity or
transferee has failed to turn over such property by the date set forth in such agreement or Final Order.
ARTICLE VIII

EFFECT OF CONFIRMATION OF THE PLAN
8.1 Compromise and Settlement of Claims, Interests, and Controversies
Pursuant to sections 363 and 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration
for the distributions and other benefits provided pursuant to the Plan, the provisions of the Plan shall constitute a
good faith compromise of all Claims, Interests, and controversies relating to the contractual, legal, and subordination
rights that a Holder of a Claim may have with respect to any Allowed Claim or Allowed Interest or any distribution
to be made on account of such Allowed Claim or Allowed Interest. The entry of the Confirmation Order shall
constitute the Bankruptcy Courts approval of the compromise or settlement of all such Claims, Interests, and
controversies, as well as a finding by the Bankruptcy Court that such compromise or settlement is in the best
interests of the Debtors, their Estates, and Holders of Claims and Interests, and is fair, equitable, and reasonable. In
accordance with the provisions of the Plan, pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule
9019(a), without any further notice to or action, order, or approval of the Bankruptcy Court, after the Effective Date,
the Reorganized Debtors may compromise and settle Claims against them and Causes of Action against other
Entities.
8.2 Discharge of Claims and Termination of Interests
Except as otherwise provided for herein and effective as of the Effective Date: (a) the rights afforded
in the Plan and the treatment of all Claims and Interests shall be in exchange for and in complete satisfaction,
discharge, and release of all Claims and Interests of any nature whatsoever, including any interest accrued on
such Claims from and after the Petition Date, against the Debtors or any of their assets, property, or Estates;
(b) the Plan shall bind all Holders of Claims and Interests, notwithstanding whether any such Holders failed
to vote to accept or reject the Plan or voted to reject the Plan; (c) all Claims and Interests shall be satisfied,
discharged, and released in full, and the Debtors liability with respect thereto shall be extinguished
completely, including any liability of the kind specified under section 502(g) of the Bankruptcy Code; and (d)
all Entities shall be precluded from asserting against the Debtors, the Debtors Estates, the Reorganized
Debtors, their successors and assigns, and their assets and properties any other Claims or Interests based
upon any documents, instruments, or any act or omission, transaction, or other activity of any kind or nature
that occurred prior to the Effective Date.
8.3 Releases by the Debtors
Pursuant to section 1123(b) of the Bankruptcy Code, and except as otherwise expressly provided
herein, for good and valuable consideration, as of the Effective Date, to the extent permitted by applicable
laws, the Released Parties are conclusively, absolutely, unconditionally, irrevocably, and forever deemed
released and discharged by the Debtors, the Reorganized Debtors, and the Estates from any and all actions,
Claims, Interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever,
whether for tort, contract, violations of federal or state securities laws and Avoidance Actions, including any
derivative Claims, asserted on behalf of the Debtors, whether known or unknown, foreseen or unforeseen,
existing or hereinafter arising, in law, equity, or otherwise, asserted or that could possibly have been asserted
on behalf of the Debtors, that the Debtors, the Reorganized Debtors, or the Estates, would have been legally
entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any
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Claim or Interest or other Entity, based on or relating to, or in any manner arising from, in whole or in part,
the Debtors, the Chapter 11 Cases, the Finance Agreements (including the Senior Secured Notes, the Senior
Secured Notes Indenture and the Collateral Trust Agreement), the purchase, sale, or rescission of the
purchase or sale of any security of the Debtors or the Reorganized Debtors, the subject matter of, or the
transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or
contractual arrangements between any Debtor and any Released Party, the restructuring of Claims and
this Section 8.3 shall have no effect on the liability of any of the Released Parties for gross negligence, willful
misconduct, fraud, or criminal conduct as determined by a Final Order entered by a court of competent
jurisdiction; provided further that nothing in this Section 8.3 shall release any post-Effective Date obligations
of any party under the Plan or any document, instrument, or agreement executed to implement, or otherwise
given effect under, the Plan, including the New Notes Indenture and any other agreement or document
related thereto or entered into in connection therewith, as applicable.
Bankruptcy Rule 9019, of the release set forth in this Section 8.3, which includes by reference each of the
related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Courts
finding that such release is: (a) in exchange for the good and valuable consideration provided by the Released
Parties; (b) a good faith settlement and compromise of the Claims released by this Section 8.3; (c) in the best
interests of the Debtors and all Holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given
and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors asserting any
Claim or Cause of Action released by this Section 8.3.
8.4 Releases by Releasing Parties
As of the Effective Date, to the extent permitted by applicable law, each Releasing Party shall be
deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged
the Debtors, the Reorganized Debtors, the Estates, the Released Parties and each such Entitys successors and
assigns, current and former affiliates, subsidiaries, officers, directors, members, principals, employees,
agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and other
Professionals, solely in their respective capacities as such, and only if such Persons occupied any such
positions at any time on or after the Petition Date, from any and all Claims, Interests, obligations, rights,
liabilities, actions, causes of action, choses in action, suits, debts, demands, damages, dues, sums of money,
accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, judgments, remedies, rights of set-off, third-party claims, subrogation claims,
contribution claims, reimbursement claims, indemnity claims, counterclaims, and crossclaims (including all
claims and actions against any Entities under the Bankruptcy Code) whatsoever, whether for tort, contract,
violations of federal or state securities laws and Avoidance Actions, including any derivative Claims, asserted
on behalf of the Debtors, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising,
in law, equity, or otherwise, that such Entity asserted or that could possibly have been asserted, or would
have been legally entitled to assert (whether individually or collectively), based on or in any way relating to,
or in any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the Finance
Agreements (including the Senior Secured Notes, the Senior Secured Notes Indenture and the Collateral
Trust Agreement), the Sponsor Support Agreement, the Shareholder Pledge Agreements (solely to the extent
that such Shareholder Pledge Agreements secure the Senior Secured Notes), the purchase, sale, or rescission
of the purchase or sale of any security of the Debtors or the Reorganized Debtors, the subject matter of, or
the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or
contractual arrangements between any Debtor and any Releasing Party, the restructuring of Claims and
this Section 8.4 shall have no effect on the liability of any of the Released Parties for gross negligence, willful
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misconduct, fraud, or criminal conduct as determined by a Final Order entered by a court of competent
jurisdiction; provided further that nothing in this Section 8.4 shall release any post-Effective Date obligations
(except Cure Claims that have not been timely filed) of any party under the Plan or any document,
instrument, or agreement executed to implement, or otherwise given effect under, the Plan.
Bankruptcy Rule 9019, of the release set forth in this Section 8.4, which includes by reference each of the
related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Courts
finding that such release is: (a) important to the Plan; (b) in exchange for the good and valuable consideration
provided by the Debtors, the Reorganized Debtors, the Estates and the Released Parties; (b) a good faith
settlement and compromise of the Claims released by this Section 8.4; (c) in the best interests of the Debtors
and all Holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due
notice and opportunity for hearing; and (f) a bar to any Entity granting a release under this Section 8.4 from
asserting any Claim or Cause of Action released by this Section 8.4.
8.5 Exculpation
No Exculpated Party shall have or incur, and each Exculpated Party is hereby released and
exculpated from any Exculpated Claim or any obligation, Cause of Action, or liability for any Exculpated
Claim; provided, however, that the foregoing exculpation shall have no effect on the liability of any Entity
that results from any such act or omission that is determined in a Final Order to have constituted fraud, gross
negligence, or willful misconduct; provided, further, that in all respects such Entities shall be entitled to
reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to, or in
connection with, the Plan. The Exculpated Parties have, and upon Confirmation shall be deemed to have,
participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code with
regard to the solicitation of acceptances and rejections of the Plan and the making of distributions pursuant
to the Plan and, therefore, are not and shall not be liable at any time for the violation of any applicable, law,
rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions
made pursuant to the Plan.
8.6 Injunction
Except as otherwise provided herein or for obligations issued pursuant hereto, all Entities that have
held, hold, or may hold Claims or Interests that have been released pursuant to Section 8.3 or Section 8.4,
discharged pursuant to Section 8.2, or are subject to exculpation pursuant to Section 8.5 are permanently
enjoined, from and after the Effective Date, from taking any of the following actions against, as applicable,
the Debtors, the Reorganized Debtors, the Released Parties, or the Exculpated Parties: (a) commencing or
continuing in any manner any action or other proceeding of any kind on account of or in connection with or
with respect to any such Claims or Interests; (b) enforcing, attaching, collecting, or recovering by any manner
or means any judgment, award, decree, or order against such Entities on account of or in connection with or
with respect to any such Claims or Interests; (c) creating, perfecting, or enforcing any encumbrance of any
kind against such Entities or the property or Estates of such Entities on account of or in connection with or
with respect to any such Claims or Interests; (d) asserting any right of setoff, subrogation, or recoupment of
any kind against any obligation due from such Entities or against the property or Estates of such Entities on
account of or in connection with or with respect to any such Claims or Interests unless such Holder has filed a
motion requesting the right to perform such setoff on or before the Confirmation Date; and (e) commencing
or continuing in any manner any action or other proceeding of any kind on account of or in connection with
or with respect to any such Claims or Interests released, exculpated, or settled pursuant to the Plan.
8.7 Protection Against Discriminatory Treatment
In accordance with section 525 of the Bankruptcy Code, and consistent with paragraph 2 of Article VI of
the United States Constitution, no Governmental Unit shall discriminate against any Reorganized Debtor, or any
Entity with which a Reorganized Debtor has been or is associated, solely because such Reorganized Debtor was a
Debtor under chapter 11, may have been insolvent before the commencement of the Chapter 11 Cases (or during the
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Chapter 11 Cases but before such Debtor was granted or denied a discharge), or has not paid a debt that is
dischargeable in the Chapter 11 Cases.
8.8 Indemnification
On and from the Effective Date, and except as prohibited by applicable law, the Reorganized Debtors shall
assume or reinstate, as applicable, all indemnification obligations in place as of the Effective Date (whether in by-
laws, certificates of incorporation, board resolutions, contracts, or otherwise) for the current and former directors,
members, officers, managers, employees, attorneys, other professionals and agents of the Debtors; provided,
however, such indemnification obligations shall not apply with respect to any act or omission constituting gross
negligence, willful misconduct, fraud, or criminal conduct as determined by a Final Order entered by a court of
competent jurisdiction, except to the extent of available insurance.
8.9 Recoupment
In no event shall any Holder of Claims or Interests be entitled to recoup any Claim or Interest against any
Claim, right, or Cause of Action of the Debtors or the Reorganized Debtors, as applicable, unless such Holder
actually has performed such recoupment and provided notice thereof in writing to the Debtors on or before the
Confirmation Date, notwithstanding any indication in any Proof of Claim or Interest or otherwise that such Holder
asserts, has, or intends to preserve any right of recoupment.
8.10 Release of Liens
Except (a) with respect to the Liens securing Other Secured Claims or Secured Tax Claims (depending on
the treatment of such Claims), (b) as otherwise provided herein or in any contract, instrument, release, or other
agreement or document created pursuant to the Plan, or (c) with respect to mortgages, deeds of trust, Liens, pledges,
and other security interests related to the Senior Secured Notes if and to the extent that the governing documents of
such security interests purport that such security documents will secure obligations incurred as a substitution,
replacement, refunding or refinancing of the Senior Secured Notes (including the documents or security interests
provided in clauses (i) (a)-(f) of the definition of Collateral Document, the Refinancing Documents), on the
Effective Date and subject to the registration of the Liens created pursuant to the Collateral Documents with the
corresponding Chilean registries, as applicable, all mortgages, deeds of trust, Liens, pledges, or other security
interests against any property of the Estates shall be fully released and discharged, and all of the right, title, and
interest of any holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall vest and
revert to the applicable Reorganized Debtor and its successors and assigns. In addition, other than with respect to
Refinancing Documents, the Collateral Trustees shall execute and deliver all documents to evidence the release of
mortgages, deeds of trust, Liens, pledges, and other security interests related to the Senior Secured Notes and shall
authorize the Reorganized Debtors to file UCC-3 termination statements (to the extent applicable) with respect
thereto.
8.11 Reimbursement or Contribution
If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity pursuant to
section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is contingent as of the Effective
Date, such Claim shall be forever disallowed notwithstanding section 502(j) of the Bankruptcy Code, unless prior to
the Effective Date (a) such Claim has been adjudicated as noncontingent or (b) the relevant Holder of a Claim has
filed a noncontingent Proof of Claim on account of such Claim and a Final Order has been entered determining such
Claim as no longer contingent.
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ARTICLE IX

CONDITIONS PRECEDENT TO THE EFFECTIVE DATE
9.1 Conditions Precedent to the Effective Date.
It shall be a condition to the Effective Date that the following conditions shall have been satisfied or
waived pursuant to Section 9.2 of the Plan:
(a) the Confirmation Order shall have been entered and become a Final Order, and such Final Order
shall not have been stayed, modified, or vacated on appeal;
(b) all respective conditions precedent to the transactions contemplated under the RPSA shall have
been waived or satisfied in accordance with the terms thereof;
(c) the principal amount of Senior Secured Notes tendered by Non-Qualified Holders prior to the
Distribution Election Deadline is less than $1,800,000;
(d) all fees and expenses invoiced at least five (5) Business Days prior to such date by the Ad Hoc
Group Advisors shall have been indefeasibly paid in full in Cash in in accordance with the terms of the applicable
Ad Hoc Group Advisor Engagement Agreement;
(e) Class F is vacant and eliminated under Section 12.4;
(f) the Non-Compete Agreements shall have become effective;
(g) the RPSA has not been terminated under Section 5 thereof and there is no pending uncured breach
or default that, with the passage of time or the giving of notice (or both), could result in such termination or would
provide any party or parties with the right to terminate under Section 5 thereof; and
(h) this Plan and all documents and agreements necessary to implement the Plan, including the New
Notes Indenture, the Collateral Documents, the New Corporate Governance Documents and any other agreement or
document related to the foregoing or entered into in connection therewith (including documents effectuating affiliate
guaranties or asset pledges), shall have: (i) all conditions precedent to such documents and agreements satisfied or
waived pursuant to the terms of such documents or agreements; (ii) been tendered for delivery to the required parties
and, to the extent required, filed with and approved by any applicable Governmental Units in accordance with
applicable laws; (iii) been effected or executed; and (iv) been in form and substance satisfactory to the Requisite
9.2 Waiver of Conditions Precedent
The Debtors may, subject to the terms of the RPSA and with the prior written consent of the Requisite
Consenting Senior Secured Noteholders, amend, modify, supplement or waive any of the conditions to the Effective
Date set forth in Section 9.1 at any time without any notice to any other parties in interest and without any further
notice to or action, order, or approval of the Bankruptcy Court, and without any formal action other than proceeding
to confirm or consummate the Plan.
9.3 Effect of Non-Occurrence of Conditions to Consummation
If prior to Consummation, the Confirmation Order is vacated pursuant to a Final Order, then except as
provided in any order of the Bankruptcy Court vacating the Confirmation Order, the Plan will be null and void in all
respects, and nothing contained in the Plan or Disclosure Statement shall: (a) constitute a waiver or release of any
Claims, Interests, or Causes of Action; (b) prejudice in any manner the rights of any Debtor or any other Entity; or
(c) constitute an admission, acknowledgment, offer, or undertaking of any sort by any Debtor or any other Entity.
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ARTICLE X

MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN
10.1 Modification of Plan
Effective as of the date hereof: (a) the Debtors, subject to the conditions and limitations set forth in the
herein and in the RPSA and with the prior written consent of the Requisite Consenting Senior Secured Noteholders,
in accordance with the Bankruptcy Code and the Bankruptcy Rules, may amend or modify the Plan before the entry
of the Confirmation Order; and (b) after the entry of the Confirmation Order, the Debtors or the Reorganized
Debtors, as applicable, may, upon order of the Bankruptcy Court, amend or modify the Plan, in accordance with
section 1127(b) of the Bankruptcy Code, remedy any defect or omission, or reconcile any inconsistency in the Plan
in such manner as may be necessary to carry out the purpose and intent of the Plan, subject to the limitations set
forth herein and the RPSA.
10.2 Revocation or Withdrawal of Plan
Subject to the conditions and limitations set forth in the RPSA, the Debtors reserve the right to revoke or
withdraw the Plan before the Confirmation Date and to file subsequent chapter 11 plans. If the Debtors revoke or
withdraw the Plan, or if Confirmation or the Effective Date does not occur, then: (a) the Plan will be null and void in
all respects; (b) any allowance of a Claim or any other settlement or compromise embodied in the Plan, assumption
or rejection of Executory Contracts or Unexpired Leases effected by the Plan, and any document or agreement
executed pursuant hereto will be null and void in all respects; and (c) nothing contained in the Plan shall (1)
constitute a waiver or release of any Claims, Interests, or Causes of Action, (2) prejudice in any manner the rights of
any Debtor or any other Entity, or (3) constitute an admission, acknowledgement, offer, or undertaking of any sort
by any Debtor or any other Entity.
ARTICLE XI

RETENTION OF JURISDICTION
11.1 Jurisdiction
Pursuant to sections 105(a) and 1142 of the Bankruptcy Code and notwithstanding the entry of the
Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court shall retain jurisdiction over all
matters arising in, arising under and/or related to the Chapter 11 Cases and the Plan to the fullest extent permitted by
applicable law, including jurisdiction to:
1. allow, disallow, determine, liquidate, classify, estimate, or establish the priority, secured or
unsecured status, or amount of any Claim or Interest, including the resolution of any request for payment of any
Claim or Interest and the resolution of any and all objections to the secured or unsecured status, priority, amount, or
allowance of Claims or Interests;
2. decide and resolve all matters related to the granting and denying, in whole or in part, any
applications for allowance of compensation or reimbursement of expenses to Professionals authorized pursuant to
the Bankruptcy Code or the Plan;
3. resolve any matters related to Executory Contracts or Unexpired Leases, including: (a) the
assumption, assumption and assignment, or rejection of any Executory Contract or Unexpired Lease to which a
Debtor is party or with respect to which a Debtor may be liable and to hear, determine, and, if necessary, liquidate,
any Cure or Claims arising therefrom, including pursuant to section 365 of the Bankruptcy Code; (b) any potential
contractual obligation under any Executory Contract or Unexpired Lease that is assumed; (c) the Reorganized
Debtors amendment, modification, or supplement, after the Effective Date, pursuant to ARTICLE V, of the list of
Executory Contracts and Unexpired Leases to be rejected or otherwise; and (c) any dispute regarding whether a
contract or lease is or was executory or expired;
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4. ensure that distributions to Holders of Allowed Claims are accomplished pursuant to the
provisions of the Plan;
5. adjudicate, decide, or resolve any motions, adversary proceedings, contested or litigated matters,
and any other matters, and grant or deny any applications involving a Debtor that may be pending on the Effective
Date;
6. enter and implement such orders as may be necessary or appropriate to execute, implement, or
consummate the provisions of the Plan or the Confirmation Order, including contracts, instruments, releases,
indentures, and other agreements or documents created in connection with the Plan, the Plan Supplement or the
Disclosure Statement, including, for the avoidance of doubt, the New Notes Indenture, and any other agreement or
document related thereto or entered into in connection therewith;
7. enter and enforce any order for the sale of property pursuant to sections 363, 1123, or 1146(a) of
the Bankruptcy Code;
8. grant any consensual request to extend the deadline for assuming or rejecting Unexpired Leases
pursuant to section 365(d)(4) of the Bankruptcy Code;
9. issue injunctions, enter and implement other orders, or take such other actions as may be necessary
or appropriate to restrain interference by any Entity with Consummation or enforcement of the Plan;
10. hear, determine, and resolve any cases, matters, controversies, suits, disputes, or Causes of Action
in connection with or in any way related to the Chapter 11 Cases, including: (a) with respect to the repayment or
return of distributions and the recovery of additional amounts owed by the Holder of a Claim or Interest for amounts
not timely repaid pursuant to Section 6.8(a); (b) with respect to the releases, injunctions, and other provisions
contained in ARTICLE VIII, including entry of such orders as may be necessary or appropriate to implement such
releases, injunctions, and other provisions; (c) that may arise in connection with the Consummation, interpretation,
implementation, or enforcement of the Plan or the Confirmation Order, or any Entitys rights arising from or
obligations incurred in connection with the Plan or the Confirmation Order, including those arising under
agreements, documents, or instruments executed in connection with the Plan; (d) related to section 1141 of the
Bankruptcy Code; or (e) with respect to any Claims arising under or in connection with the Senior Secured Notes
asserted by any current or former Holder of Senior Secured Notes against the Reorganized Debtors;
11. enter and implement such orders as are necessary or appropriate if the Confirmation Order is for
any reason modified, stayed, reversed, revoked, or vacated;
12. consider any modifications of the Plan, to cure any defect or omission, or to reconcile any
inconsistency in any Bankruptcy Court order, including the Confirmation Order;
13. determine any other matters that may arise in connection with or relate to the Plan, the Disclosure
Statement, or the Confirmation Order;
14. hear and determine matters concerning U.S. state, local, and federal taxes in accordance with
sections 346, 505, and 1146 of the Bankruptcy Code;
15. enter an order or Final Decree concluding or closing any of the Chapter 11 Cases;
16. adjudicate any and all disputes arising from or relating to distributions under the Plan;
17. hear and determine all disputes involving the existence, nature, scope, or enforcement of any
exculpations, discharges, injunctions, and releases granted in connection with and under the Plan, including under
Article VIII;
18. enforce all orders previously entered by the Bankruptcy Court; and
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19. hear any other matter not inconsistent with the Bankruptcy Code.
11.2 Certain Documents; Governing Law
Notwithstanding anything in this Article XI to the contrary, after the Effective Date, any disputes arising
under the New Notes Indenture or the Collateral Documents will be governed by the jurisdictional and other
provisions therein.
ARTICLE XII

MISCELLANEOUS PROVISIONS
12.1 Additional Documents
On or before the Effective Date, the Debtors, may file with the Bankruptcy Court such agreements and
other documents, in form and substance reasonably acceptable to the Requisite Consenting Senior Noteholders, as
may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan. The
Debtors or the Reorganized Debtors, as applicable, and all Holders of Claims and Interests receiving distributions
pursuant to the Plan and all other parties in interest shall, from time to time, prepare, execute, and deliver any
agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions
and intent of the Plan, subject to the consent rights afforded the Requisite Consenting Senior Secured Noteholders
under this Plan.
12.2 Payment of Statutory Fees
All fees payable pursuant to 28 U.S.C. 1930(a) shall be paid for each quarter (including any fraction
thereof) until the Chapter 11 Cases are converted, dismissed, or a Final Decree is issued, whichever occurs first.
12.3 Reservation of Rights
Except as expressly set forth herein, the Plan shall have no force or effect unless the Bankruptcy Court shall
enter the Confirmation Order. None of the filing of the Plan, any statement or provision contained in the Plan, or the
taking of any action by any Debtor with respect to the Plan, the Disclosure Statement, or the Plan Supplement shall
be or shall be deemed to be an admission or waiver of any rights of any Debtor with respect to the Holders of Claims
or Interests prior to the Effective Date.
12.4 Elimination of Vacant Classes
Any Class of Claims or Interests that (a) does not have a Holder of an Allowed Claim or a Claim
temporarily Allowed by the Bankruptcy Court as of the date of the Confirmation Hearing or (b) is entitled to vote on
the Plan but with respect to which no Ballots are cast or no Ballots are deemed to be cast, shall be deemed
eliminated from the Plan for purposes of determining acceptance or rejection of the Plan by such Class pursuant to
section 1129(a)(8) of the Bankruptcy Code.
12.5 Successors and Assigns
The rights, benefits, and obligations of any Entity named or referred to in the Plan shall be binding on, and
shall inure to the benefit of any heir, executor, administrator, successor or assign, affiliate, officer, director, agent,
representative, attorney, beneficiaries, or guardian, if any, of each Entity.
12.6 Service of Documents
After the Effective Date, any pleading, notice, or other document required by the Plan to be served on or
delivered to the Reorganized Debtors shall be served on:
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Reorganized Debtors Inversiones Alsacia S.A.
Avenida Santa Clara 555
Huechuraba, Santiago, Chile 8580000
Attn: Jose Ferrer Fernandez

With a copy to: Counsel to the Debtors
Counsel to Debtors Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
Attn: Lisa M. Schweitzer, Esq.
Richard J. Cooper, Esq.

Counsel to the Ad Hoc Group Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
Bank of America Tower
Attn: Daniel H. Golden, Esq.
The U.S. Collateral Trustee and
the Trustee
The Bank of New York Mellon
101 Barclay Street 8 West
Attn: David Kerr
Counsel to the U.S. Collateral Trustee
and the Trustee
Emmet, Marvin & Martin, LLP
120 Broadway 32
nd
Floor
Attn: Thomas A. Pitta, Esq.
The Chilean Collateral Trustee Banco Santander Chile
Bandera 140, piso 4
Santiago de Chile
Attn: Edward Garca
12.7 Term of Injunctions or Stays
Unless otherwise provided in the Plan or in the Confirmation Order, all injunctions or stays in effect
in the Chapter 11 Cases (pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the
Bankruptcy Court) and existing on the Confirmation Date (excluding any injunctions or stays contained in
the Plan or the Confirmation Order) shall remain in full force and effect until the Effective Date. All
injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in
accordance with their terms.
12.8 Entire Agreement
Except as otherwise indicated, the Plan supersedes all previous and contemporaneous negotiations,
promises, covenants, agreements, understandings, and representations on such subjects, all of which have become
merged and integrated into the Plan.
12.9 Plan Supplement Exhibits
All exhibits and documents included in the Plan Supplement are incorporated into and are a part of the Plan
as if set forth in full in the Plan. After the exhibits and documents are filed, copies of such exhibits and documents
shall be made available upon written request to the Debtors counsel at the address above or by downloading such
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40
exhibits and documents from the Bankruptcy Courts website at www.nysb.uscourts.gov. Unless otherwise ordered
by the Bankruptcy Court, to the extent any exhibit or document in the Plan Supplement is inconsistent with the
terms of any part of the Plan that does not constitute the Plan Supplement, such part of the Plan that does not
constitute the Plan Supplement shall control.
12.10 Non-Severability
If, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy Court to be invalid,
void, or unenforceable, the Bankruptcy Court shall have the power to alter and interpret such term or provision to
make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or
provision held to be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered or
interpreted. Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and
provisions of the Plan will remain in full force and effect and will in no way be affected, impaired, or invalidated by
such holding, alteration, or interpretation. The Confirmation Order shall constitute a judicial determination and shall
provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the
foregoing, is: (a) valid and enforceable pursuant to its terms; (b) integral to the Plan and may not be deleted or
modified without the consent of the Reorganized Debtors; and (c) nonseverable and mutually dependent.
[The remainder of this page is intentionally left blank.]
Pg l54 of 648

[Signature Page to Debtors Joint Prepackaged Chapter 11 Plan]
Dated: ||, 2014

Respectfully Submitted,

INVERSIONES ALSACIA S.A.

Name:
Title:
EXPRESS DE SANTIAGO UNO S.A.

Name:
Title:
INVERSIONES ECO UNO S.A.

Name:
Title:
PANAMERICAN INVESTMENTS LTD.

Name:
Title:

Pg l55 of 648

EXHIBIT A

Allowance of Senior Secured Notes Claims
1

The Senior Secured Notes Claims shall be Allowed in an amount equal to:

A. the outstanding principal amount under the Senior Secured Notes of U.S.
$347,300,000;
B. the amount of unpaid interest accrued under the Senior Secured Notes up to, and
including, the Effective Date, at the applicable non-default contractual rate under
the Senior Secured Notes Indenture, in an aggregate amount of $22,150,022.22, as
of the Effective Date (as increased to the extent that the Effective Date occurs
after December 5, 2014 and decreased to the extent that the Effective Date occurs
before December 5, 2014, in each case, on a per diem basis);

and
C. all fees and other amounts due to the Senior Secured Noteholders (not including
any amounts owing to the Trustee or the Collateral Trustees, which shall be
afforded the treatment set forth in Section 2.4 of the Plan), accounted for under
the Senior Secured Notes and the Senior Secured Notes Indenture, if any.

1
Unless otherwise noted, capitalized terms not defined herein have the meanings ascribed to them in the
Debtors Joint Prepackaged Chapter 11 Plan to which this document is attached as an exhibit.
Pg l56 of 648

Exhibit B

Restructuring and Plan Support Agreement

Pg l57 of 648
EXECUTION VERSION

RESTRUCTURING AND PLAN SUPPORT AGREEMENT
This RESTRUCTURING AND PLAN SUPPORT AGREEMENT (as amended,
supplemented or otherwise modified from time to time, this RPSA), dated as of August 31,
2014 (the RPSA Effective Date), is entered into by and among Inversiones Alsacia S.A.
(Alsacia), Express de Santiago Uno S.A. (Express), Inversiones Eco Uno S.A. (Eco Uno)
and Panamerican Investments Ltd. (Panamerican, and together with Express and Eco Uno, the
Guarantors, and the Guarantors together with Alsacia, the Companies), Global Public
Services, S.A. (GPS), Carlos Mario Ros Velilla, Francisco Javier Ros Velilla (together with
GPS and Carlos Mario Ros Velilla, the Alsacia Shareholders) and those certain holders, or
investment managers for holders, of the 8.00% Senior Secured Notes due 2018 (the Existing
Senior Secured Notes) issued by Alsacia and guaranteed by the Guarantors pursuant to an
indenture dated as of February 18, 2011, as supplemented by the First Supplemental Indenture
dated as of February 28, 2011 and the Second Supplemental Indenture dated as of December 16,
2011, and as modified by the Amended and Restated Consent Solicitation Statement dated
September 25, 2013 (as supplemented on October 3, October 10 and October 14, 2013, the
2013 Consent Solicitation) (such indenture, as so supplemented and modified, the
Existing Indenture) signatory hereto (collectively, the Consenting Senior Secured
Noteholders). The Companies, the Alsacia Shareholders and the Consenting Senior Secured
Noteholders may each be referred to herein as a Party and, collectively, as the Parties.

RECITALS
WHEREAS, an informal group composed of the Consenting Senior Secured Noteholders
as of the RPSA Effective Date (collectively, the Ad Hoc Group), the Companies, the Alsacia
Shareholders and their respective counsel and other advisors have engaged in arms-length,
good-faith negotiations regarding a comprehensive restructuring of certain financial obligations
of the Companies (the Restructuring), including the Companies indebtedness and obligations
under the Existing Indenture and the Existing Senior Secured Notes pursuant to a consensual
restructuring plan in the form attached as Exhibit A hereto (as amended and supplemented with
the consent of the Requisite Consenting Senior Secured Noteholders (as defined below) in
accordance with this RPSA, the Plan);

WHEREAS, the Companies intend to implement the Restructuring in accordance with
the terms and conditions set forth in the Plan and this RPSA by commencing voluntary cases (the
Chapter 11 Cases) under chapter 11 of title 11 of the United States Code, 11 U.S.C. 101
1532 (the Bankruptcy Code), in the United States Bankruptcy Court for the Southern District
of New York (the Bankruptcy Court) to effect the Restructuring as set forth in the Plan,
including the issuance of the new senior notes due 2018, each issued by Alsacia and guaranteed
by the Guarantors (the New Senior Secured Notes); and

WHEREAS, each Party and its respective counsel and other advisors has reviewed or
has had the opportunity to review the Plan and this RPSA and each Party has agreed to the
Restructuring on the terms and conditions set forth in the Plan and this RPSA.

Pg l58 of 648

2
NOW, THEREFORE, in consideration of the covenants and agreements contained
herein, and for other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Party, intending to be legally bound hereby, agrees as follows:

Section 1. RPSA Effective Date Deliverables. On the RPSA Effective Date:
(a) the Companies and the Alsacia Shareholders shall execute and deliver
counterpart signature pages of this RPSA to counsel to the members of the Ad Hoc Group; and
(b) holders, or nominees, investment managers or advisors for holders, of at least
62% of the principal amount of the outstanding Existing Senior Secured Notes shall execute and
deliver counterpart signature pages of this RPSA to counsel to the Companies.
Upon satisfaction of the preceding conditions, this RPSA will be effective and binding upon each
of the Parties.
Section 2. Exhibits. Each of the exhibits attached hereto is expressly incorporated herein in
its entirety and is made part of this RPSA as if set forth herein, and all references to this RPSA
shall include the exhibits. The terms and conditions of the Restructuring are set forth in this
RPSA. In the event of any inconsistency between this RPSA (without reference to the exhibits)
and the exhibits, this RPSA (without reference to the exhibits) shall govern prior to the Plan
Effective Date (as defined herein) and the Plan shall govern on and after the Plan Effective Date.
Section 3. Commitments Regarding the Restructuring.
3.01. Agreement to Support (Consenting Senior Secured Noteholders). As long as this
RPSA has not been terminated in accordance with the terms of Section 5 hereof and the
Companies pursue the Restructuring in accordance with the terms and conditions set forth in the
Plan, each Consenting Senior Secured Noteholder, severally and not jointly, agrees that it shall:
(a) vote its Existing Senior Secured Notes claims, whether beneficially owned or for
which it now or hereafter serves as the nominee, investment manager or advisor for beneficial
holders thereof, inclusive of any claims acquired pursuant to Section 3.04 hereof (collectively,
the Senior Secured Notes Claims) to accept the Plan by delivering its duly executed and
completed ballot accepting the Plan on a timely basis following the commencement of any
solicitation in accordance with this RPSA and section 1126(b) of the Bankruptcy Code and its
actual receipt of Solicitation Materials (as defined herein), including a ballot;
(b) not change or withdraw (or cause to be changed or withdrawn) such vote unless
the Plan is modified without the consent of the Consenting Senior Secured Noteholders holding a
majority in principal amount of the then outstanding Existing Senior Secured Notes held by all
Consenting Senior Secured Noteholders that are members of the Ad Hoc Group (collectively, the
Requisite Consenting Senior Secured Noteholders);
(c) consider in good faith any reasonable request from the Companies to amend or
supplement the Plan that is necessary or advisable to preserve the expected rights and benefits
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3
contemplated under the Plan or that would not otherwise adversely affect the rights or interests
of the Consenting Senior Secured Noteholders;
(d) consent to the use of cash collateral during the pendency of the Chapter 11 Cases
on the terms and conditions set forth in the Cash Collateral Order (as defined below) if and when
entered by the Bankruptcy Court; and
(e) not, in its capacity as a Consenting Senior Secured Noteholder, (i) object to,
delay, impede, or take any other action, including initiating any legal proceedings or enforcing
rights as a holder of the Senior Secured Notes Claims, to interfere with acceptance, approval or
implementation of the Restructuring or the Plan; (ii) propose, file, participate in or knowingly
facilitate, support or vote for, or enter into any letter of intent or other agreement regarding any
restructuring, workout, liquidation or plan of reorganization for any of the Companies under any
applicable bankruptcy or insolvency laws other than the Restructuring or the Plan; (iii) take any
action to accelerate the Existing Senior Secured Notes or to enforce or foreclose on, or otherwise
exercise remedies in respect of, the collateral securing the Existing Senior Secured Notes;
(iv) take any action seeking the termination of, or the exercise by the Ministry of Transportation
(as defined below) of the appointment of an administrator, intervenor or similar remedies in
respect of, the concessions to operate certain bus routes in Santiago, Chile held by Alsacia and
Express (the Concessions); or (v) solicit or direct any person, including, without limitation, the
indenture trustee or any collateral trustee under the Existing Indenture, to undertake any action
prohibited by the foregoing clauses (i)-(iv) of this paragraph (f); provided, however, that, except
as otherwise set forth in this RPSA, the foregoing prohibition will not limit any
Consenting Senior Secured Noteholders rights under any applicable indenture, credit agreement,
other loan document or applicable law to appear and participate as a party in interest in any
matter to be adjudicated in any case under the Bankruptcy Code or under the laws of any other
applicable jurisdiction concerning the Companies in any forum, so long as such appearance and
the positions advocated in connection therewith are consistent with the Plan, this RPSA, and the
Restructuring and do not materially hinder, delay, or prevent consummation of the Restructuring
set forth in the Plan.
3.02. Covenants of Companies.
(a) Consummation of the Restructuring. The Companies shall take all actions
reasonably necessary or appropriate to consummate the Restructuring in accordance with the
terms and conditions set forth in the Plan and this RPSA, including, without limitation:
(i) providing to counsel to the Ad Hoc Group initial drafts of the
Solicitation Materials as early as reasonably practicable, but in no event fewer than five (5)
business days prior to the commencement of solicitation of the Plan;
(ii) providing to counsel to the Ad Hoc Group an initial draft of the Cash
Management System Order (as defined below), an initial draft of the Solicitation Procedures
Order (as defined below) and draft copies of all first day motions or applications and other
first day documents, including the motions seeking approval of the Cash Management System
Order, the Cash Collateral Order and the Solicitation Procedures Order (collectively, the
First Day Documents), that the Companies intend to file with the Bankruptcy Court as early as
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4
reasonably practicable, but in no event fewer than five (5) business days prior to the date on
which the Companies intend to file such First Day Documents;
(iii) using reasonable efforts to provide to counsel to the Ad Hoc Group
draft copies of all other motions, orders and other pleadings (the Other Pleadings), the
Companies intend to file in the Chapter 11 Cases as early as reasonably practicable, but in no
event fewer than three (3) business days prior to the date on which the Companies intend to file
such Other Pleadings, unless emergency relief is required under the circumstances;
(iv) providing to counsel to the Ad Hoc Group an initial draft of the form
of the indenture for the issuance of the New Senior Secured Notes (the New Senior Secured
Notes Indenture) and all forms of collateral documents related to the New Senior Secured Notes
Indenture (the New Senior Secured Notes Collateral Documents and together with the New
Senior Secured Notes Indenture, the New Senior Secured Notes Indenture Documents), and
initial drafts of the Confirmation Order (as defined below), the Disclosure Statement Order (as
defined below), which may be combined with the Confirmation Order, and the Plan Supplement
on or before seven (7) business days prior to the filing of the Plan Supplement (as defined in the
Plan);
provided that counsel to the Ad Hoc Group shall provide preliminary comments
(subject to further comment) to any and all drafts of the Solicitation Materials, First Day
Documents or the New Senior Secured Notes Indenture within five (5) business days of receipt.
(v) providing to the Ad Hoc Group Advisors (a) reasonable access to the
books and records of the Companies, as applicable, and (b) reasonable access to the respective
management and advisors of the Companies for the purposes of evaluating the Companies
respective business plans and participating in the plan process with respect to the Restructuring
(provided that for the avoidance of doubt, any information provided to the Ad Hoc Advisors
pursuant to this clause (v) shall be deemed to be Advisor-Only Information unless otherwise
agreed by the Companies);
(vi) commencing the Chapter 11 Cases on or before October 21, 2014 (the
Outside Petition Date, and the actual commencement date, the Petition Date);
(vii) filing on the Petition Date the following:
(A) the First Day Documents, in form and substance reasonably
satisfactory to the Requisite Consenting Senior Secured
Noteholders;
(B) a proposed order, in form and substance reasonably
satisfactory to the Requisite Consenting Senior Secured
Noteholders, approving prepackaged Plan scheduling
procedures (the Solicitation Procedures Order);
(C) a proposed cash collateral order in the form attached hereto as
Exhibit B (the Cash Collateral Order);
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5
(D) a proposed order, in form and substance satisfactory to the
Requisite Consenting Senior Secured Noteholders, regarding
the continued use of the Companies cash management system
in accordance with current practices (the Cash Management
System Order); and
(E) the Plan and an accompanying disclosure statement, which
shall include as an exhibit the Description of New Notes in the
form attached hereto as Exhibit C (the Description of New
Notes);
(viii) taking all steps reasonably necessary or desirable to obtain an order of
the Bankruptcy Court, which shall be satisfactory in form and substance to the Requisite
Consenting Senior Secured Noteholders, confirming the Plan pursuant to section 1129 of the
Bankruptcy Code (the Confirmation Order) in a manner that is consistent in all respects with
the terms and conditions set forth in the Plan, on or before the deadline set forth in this RPSA;
(ix) taking all steps reasonably necessary to cause the effective date of the
Restructuring to occur on or before the deadlines set forth in Section 5.03 hereof;
(x) taking no actions, directly or indirectly, and not encouraging any
other person to take any actions, that are inconsistent with or are reasonably likely to interfere
with, frustrate, delay or prevent the timely approval, confirmation and consummation of the Plan
in accordance with the terms and conditions of the Plan and this RPSA, subject to Section
5.02(b) hereof in all respects;
(xi) not (A) finalize, execute or file, as applicable, any of the following,
unless each is in form and substance satisfactory to the Requisite Consenting Senior Secured
Noteholders: (i) the Cash Collateral Order; (ii) the Cash Management System Order; (iii) the
Plan; (iv) New Senior Secured Notes Indenture Documents; (v) the Plan Supplement (as defined
in the Plan); (vi) the Confirmation Order; and (vii) the order approving the disclosure statement
regarding the Plan (the Disclosure Statement Order), which may be combined with the
Confirmation Order (the documents, materials and orders described in clauses (i)-(iv) hereof,
collectively, the Transaction Documents), or (B) once such Transaction Documents have been
finalized, executed or filed, as applicable, not modify or amend such documents without the prior
consent of the Requisite Consenting Senior Secured Noteholders; provided that the Cash
Collateral Order will be satisfactory to the Requisite Consenting Senior Secured Noteholders if it
is in the form attached to this RPSA;
(xii) not (A) finalize, execute or file, as applicable, any of the following,
unless each is in form and substance reasonably satisfactory to the Requisite Consenting Senior
Secured Noteholders: (i) the Solicitation Materials; (ii) the Solicitation Procedures Order; (iii)
the First Day Documents; and (vi) the Other Pleadings, or (B) once (i) the Solicitation Materials;
(ii) the Solicitation Procedures Order; (iii) the First Day Documents; and (iv) the Other
Pleadings, have been finalized, executed or filed, as applicable, not modify or amend such
documents without the prior consent of the Requisite Consenting Senior Secured Noteholders
(which consent shall not be unreasonably withheld, delayed or conditioned); and
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6
(xiii) taking all steps reasonably necessary or desirable to obtain an order of
the Bankruptcy Court, which order shall be satisfactory in form and substance to the Requisite
Consenting Senior Secured Noteholders, approving the assumption of this RPSA no later than
ten (10) calendar days after the Petition Date.
(b) Payment of Fees and Expenses. In addition and without prejudice to the
Companies obligations under the Cash Collateral Order, the Companies shall (i) reimburse the
fees and expenses incurred by Akin Gump Strauss Hauer & Feld LLP (Akin Gump), Carey &
Cia Ltda., Blackstone Advisory Partners L.P. and Mr. Pablo Rodrguez Olivares (collectively,
the Ad Hoc Group Advisors), as set forth in invoices delivered to Cleary Gottlieb Steen &
Hamilton LLP in accordance with the terms of the agreements entered into with such firms or
individuals, whether incurred before or after the RPSA Effective Date and regardless of whether
the Restructuring contemplated herein is actually consummated or the documentation related to
the Restructuring is executed; provided, however, that to the extent this RPSA is terminated by
the Companies pursuant to Section 5.02(a) hereof, the Companies shall have no such obligation
to pay such fees and expenses of counsel to the Ad Hoc Group pursuant to this Section 3.02(b) to
the extent incurred after the date of such termination, except to the extent required by the terms
of their respective engagement letters; and (ii) promptly pay or reimburse the indenture trustee or
any collateral trustee under the Existing Indenture for fees and out-of-pocket expenses as
required under and in accordance with the Existing Indenture that have been incurred and
submitted to the Companies in accordance with the Existing Indenture. Without prejudice to the
foregoing, prior to the Petition Date, the Companies shall indefeasibly pay in full in cash all fees
and expenses submitted in accordance with this RPSA to the Companies pursuant to this
Section 3.02(b).
(c) Observation Rights.
(i) The Requisite Consenting Senior Secured Noteholders shall, at their
option, designate one individual (the MTT Observer) to attend all meetings with the Ministry
of Transport and Telecommunications (the MTT) that occur on or after the RPSA Effective
Date in which (A) the general manager, general counsel or other executive officer (Executive
Representatives) of Alsacia or Express is present and (B) there is any discussion of any
modification of either (1) the Concession Agreement, dated as of December 22, 2011 and
effective as of May 1, 2012, between Alsacia and the MTT, as amended from time to time, or (2)
the Concession Agreement, dated as of December 22, 2011 and effective as of May 1, 2012,
between Express and the MTT, as amended from time to time (collectively, the Concession
Agreements). Furthermore, on a monthly basis, the Companies shall provide the MTT
Observer with a written summary of any discussions with MTT officials relating to or impacting
the Concession Agreements or the underlying concessions. The MTT Observer shall provide
two (2) days prior notice of any and all meetings with the MTT not involving any Executive
Representative, and, at the sole discretion of the Companies, any Executive Representative may
attend any such meeting relating to the Companies or Concession Agreements.
(ii) The MTT Observer shall be reasonably acceptable to the Companies
and shall enter into customary confidentiality agreements with each of the Companies, which, for
the avoidance of doubt, will permit the MTT Observer to discuss and otherwise communicate
with respect to confidential information with (a) any Ad Hoc Group Advisor (provided that,
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7
unless otherwise agreed by the Companies, such information shall be Advisor Eyes Only
except with respect to any Consenting Senior Secured Noteholder described in clause (b)), or (b)
any Consenting Senior Secured Noteholder who agrees to be bound by a confidentiality
agreement with the Companies in a form reasonably acceptable to the Companies and such
Consenting Senior Secured Noteholder; provided that such confidentiality agreement shall
obligate the Companies to issue a cleansing letter or otherwise publicly disclose information
for the purpose of enabling a Consenting Senior Secured Noteholder to Transfer any Senior
Secured Notes Claims only in respect of such information as may be mutually agreed among
such Consenting Senior Secured Noteholder and the Companies.
(iii) The MTT Observer shall receive reasonable compensation for his or
her services as such, in an amount to be agreed-upon in good faith by the Companies and the
Requisite Consenting Senior Secured Noteholders by no later than September 5, 2014.
(d) Certain Taxes. The Companies shall bear and pay all transfer, stamp or other
similar taxes (to the extent not exempted under section 1146 of the Bankruptcy Code) imposed in
connection with the Restructuring.
3.03. Agreement to Support (Alsacia Shareholders). As long as this RPSA has not
been terminated in accordance with the terms of Section 5 hereof, each Alsacia Shareholder,
severally and not jointly, agrees that it shall:
(i) take all steps in its capacity as a direct or indirect shareholder of the
Companies (subject to any fiduciary duties applicable to such Alsacia Shareholder in such
capacity) that are reasonably necessary to cause the effective date of the Restructuring to occur
on or before the deadlines set forth in Section 5.03 hereof; and
(ii) take no actions, directly or indirectly, and not encourage any other
person to take any actions, that are inconsistent with or are reasonably likely to interfere with,
frustrate, delay or prevent the timely approval, confirmation and consummation of the Plan in
accordance with the terms and conditions of the Plan and this RPSA.
3.04. Transfer of Interests.
(a) Except as expressly provided herein, this RPSA shall not in any way restrict the
right or ability of any Consenting Senior Secured Noteholder to sell, use, assign, transfer, pledge,
participate, hypothecate or otherwise dispose of, directly or indirectly (each, a Transfer) any or
all of its Senior Secured Notes Claims; provided, however, that for the period commencing as of
the RPSA Effective Date until termination of this RPSA pursuant to the terms hereof (such
period, the Restricted Period), no Consenting Senior Secured Noteholder shall Transfer any
Senior Secured Notes Claims, and any purported Transfer of any Senior Secured Notes Claims
shall be void and without effect, unless (i) the transferee is a Consenting Senior Secured
Noteholder or (ii) subject to Section 3.04(c), if the transferee is not a Consenting Senior Secured
Noteholder prior to the Transfer, such transferee delivers, to the Companies and Akin Gump, at
or prior to the time of the proposed Transfer, an executed copy of the provision for claims
transfer agreement (each, a Transfer Agreement) in the form attached as Exhibit D hereto in
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8
respect of the Senior Secured Notes Claims being transferred by such Consenting Senior Secured
Noteholder.
(b) Upon consummation of any Transfer in compliance with this Section 3.04, (a)
any person or entity that is a transferee shall be fully bound by this RPSA as a Consenting
Senior Secured Noteholder and shall be a Party hereunder and (b) the transferor shall no
longer be bound by this RPSA or the obligations, nor have any rights, hereunder with respect to
any Senior Secured Notes Claims that have been Transferred; provided, however, that if the
Transfer occurs after the record date set for voting on the Plan and prior to the deadline for
voting on the Plan, the transferors obligations under Section 3.01(a) and (b) herein with respect
to the Senior Secured Notes Claims that have been transferred shall survive such Transfer.
(c) Notwithstanding anything to the contrary herein, (i) the foregoing provisions
shall not preclude any Consenting Senior Secured Noteholder from settling or delivering
securities or bank debt to settle any confirmed transaction pending as of the date of such
Consenting Senior Secured Noteholders entry into this RPSA (subject to compliance with
applicable securities laws and it being understood that such Senior Secured Notes Claims so
acquired and held (i.e., not as a part of a short transaction) shall be subject to the terms of this
RPSA), and (ii) a Qualified Marketmaker (as defined below) that acquires any of the Senior
Secured Notes Claims with the purpose and intent of acting as a Qualified Marketmaker for such
Senior Secured Notes Claims, shall not be required to execute and deliver to counsel a Transfer
Agreement or otherwise agree to be bound by the terms and conditions set forth in this RPSA if
such Qualified Marketmaker transfers such Senior Secured Notes Claims (by purchase, sale,
assignment, participation, or otherwise) within five (5) business days of its acquisition to a
Consenting Senior Secured Noteholder or to a transferee who executes and delivers a Transfer
Agreement to the Companies in accordance with Section 3.04(a)(ii) hereof. As used herein, the
term Qualified Marketmaker means an entity that (a) holds itself out to the public or the
applicable private markets as standing ready in the ordinary course of business to purchase from
customers, and sell to customers, Existing Senior Secured Notes (or enter with customers into
long and short positions in respect of the Existing Senior Secured Notes), in its capacity as a
dealer or market maker in the Existing Senior Secured Notes and (b) is, in fact, regularly in the
business of making a two-way market in the Existing Senior Secured Notes.
(d) This RPSA shall in no way be construed to preclude the Consenting Senior
Secured Noteholders from acquiring additional Senior Secured Notes Claims; provided,
however, that (a) any Consenting Senior Secured Noteholder that acquires additional Senior
Secured Notes Claims after executing this RPSA shall notify the Companies and counsel to the
Ad Hoc Group by email of such acquisition within two (2) business days after the closing of
such trade and (b) such additional Senior Secured Notes Claims shall automatically and
immediately upon acquisition by such Consenting Senior Secured Noteholder be deemed subject
to all of the terms of this RPSA whether or not notice is given to the Companies and counsel to
the Ad Hoc Group of such acquisition.
(e) This Section 3.04 shall not impose any obligation on (x) the Companies to issue
any cleansing letter or otherwise publicly disclose information for the purpose of enabling a
Consenting Senior Secured Noteholder to Transfer any Senior Secured Notes Claims or
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9
(y) counsel to the Ad Hoc Group to monitor or enforce the provisions of this Section 3.04 as they
relate to the Consenting Senior Secured Noteholders.
Section 4. Representations and Warranties.
4.01. Representations, Warranties and Covenants of the Companies. The Companies
represent, warrant and covenant, jointly and severally, to each of the Consenting Senior Secured
Noteholders that:
(a) Accuracy of Statements. The information, reports, financial statements,
certificates, memoranda and schedules furnished (or to be furnished) in writing by or on behalf
of the Companies in connection with the negotiation, preparation, or delivery and performance of
the Plan and related disclosure statement and other solicitation materials (the Solicitation
Materials), do not, as of the time they were made, contain any untrue statement of any material
fact or omit to state any material fact necessary to make such information, reports, financial
statements, certificates, memoranda and schedules, taken as a whole and in light of the
circumstances under which they were made and as of the time at which they were made, not
materially misleading.
(b) Existing Indebtedness. As of the RPSA Effective Date, none of the Companies
has any indebtedness for borrowed money (direct or indirect, whether pursuant to guarantees or
otherwise) other than the Existing Senior Secured Notes and indebtedness permitted under the
Existing Indenture.
(c) Ownership of Indebtedness. As of the RPSA Effective Date, none of the
Companies beneficially owns or controls, directly or indirectly, any of the Existing Senior
Secured Notes. In addition, during the period commencing on the RPSA Effective Date and
ending on the date of termination of this RPSA, none of the Companies shall acquire, directly or
indirectly, any of the Existing Senior Secured Notes.
(d) No Transfer of Assets. As of the RPSA Effective Date and through the Petition
Date, no assets, properties, rights, cash or securities of the Companies that are material,
individually or in the aggregate, shall have been transferred outside the ordinary course of
business to any entity other than any of the Companies, and no agreements or commitments to so
transfer are in effect. For purposes hereof, the term ordinary course of business shall include
the payment of professional fees in connection with the Restructuring.
(e) Fees of the Indenture Trustee. As of the RPSA Effective Date, the Companies
have paid the indenture trustee or any collateral trustee under the Existing Indenture in full all
fees and out-of-pocket costs and expenses incurred and submitted to the Companies in
accordance with the Existing Indenture.
(f) Existing Senior Secured Notes Obligations. As of the RPSA Effective Date,
there has been no Event of Default under the Existing Indenture, except for (i) the failure to
make the principal payment due on August 18, 2014, and (ii) non-compliance with covenants
relating to the Debt Service Coverage Ratios or minimum balances in Accounts that has been
waived pursuant to the 2013 Consent Solicitation (collectively, the Existing Defaults). Prior to
the consummation of the Restructuring, each of the Companies shall continue to comply with all
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of the covenants set forth in the Existing Indenture, except for any (collectively, the Excluded
Covenants): (i) covenants that prohibit implementation or consummation of the Restructuring in
accordance with the terms and conditions set forth in the Plan; (ii) covenants regarding
compliance with any Debt Service Coverage Ratios, including in respect of Early Amortization
Events (each, as defined in the Existing Indenture); (iii) from and after the Petition Date and
except as provided in the Cash Collateral Order, covenants that any of the Companies is unable
to satisfy without approval of the Bankruptcy Court as a result of the commencement of the
Chapter 11 Cases; (iv) principal or interest or any other payment obligations under the Existing
Indenture, except as otherwise provided herein; and (v) obligations, compliance with which has
been expressly waived pursuant to the 2013 Consent Solicitation. Without limiting the
foregoing, in addition to complying with the covenants in the Existing Indenture above, the
Companies shall operate in the ordinary course of business consistent with past practice, other
than in connection with actions expressly contemplated by this RPSA.
(g) Affiliate Transactions. Except for the Contracts set forth in Schedule 1 hereto,
none of the Companies is a party to a Contract with any Alsacia Shareholder, nor with any
Affiliate of any Alsacia Shareholder. As used herein, Affiliate of any Person means any other
Person that directly or indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with, such Person, and the term control (including the terms
controlled by and under common control with) means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise; Contract means all
contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings,
indentures, joint ventures and all other agreements, commitments and legally binding
arrangements, whether written or oral; and Person means an individual, corporation,
partnership, joint venture, limited liability company, unincorporated organization, trust,
association or other entity.
(h) Sufficiency of Assets. As of the RPSA Effective Date, except as set forth in
Schedule 2 hereto, other than the Companies, no Alsacia Shareholder nor any Affiliate of an
Alsacia Shareholder owns any building, bus terminal, plant, structure, furniture, fixture,
machinery, equipment, vehicle or other item of real property or tangible or intangible personal
property that is necessary to, or used in, the conduct of the Companies business as of the RPSA
Effective Date.
(i) Dividends. During the period commencing on the date the Existing Senior
Secured Notes were issued and ending on, and including, the RPSA Effective Date, none of the
Companies paid to any Alsacia Shareholder nor any Affiliate of any Alsacia Shareholder (other
than the Companies) (i) a dividend or distribution on or in respect of the capital stock of any of
the Companies, (ii) any proceeds as a result of the redemption, purchase or acquisition of the
capital stock of any of the Companies or (iii) any other similar payment; provided that any
nominal fees not exceeding 3 million Chilean pesos per director per month paid, or reasonable
expenses reimbursed, to any Alsacia Shareholder for membership on the board of directors are
excluded for the purposes of this Section 4.01(i).
4.02. Representations and Warranties of the Consenting Senior Secured
Noteholders. Each of the Consenting Senior Secured Noteholders, severally and not jointly,
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represents and warrants that, as of the date such Consenting Senior Secured Noteholder executes
and delivers this RPSA:
(a) such Consenting Senior Secured Noteholder (i) is either (A) the sole beneficial
owner of the principal amount of Existing Senior Secured Notes set forth below its signature
hereto or in a separate letter or email delivered to counsel to the Companies, or (B) has sole
investment or voting discretion with respect to the principal amount of Existing Senior Secured
Notes set forth below its signature hereto and has the power and authority to bind the beneficial
owner(s) of such Existing Senior Secured Notes to the terms of this RPSA, (ii) has full power
and authority to act on behalf of, vote on and consent to matters concerning such Existing Senior
Secured Notes and to dispose of, exchange, assign and transfer such Existing Senior Secured
Notes and (iii) holds no other Existing Senior Secured Notes;
(b) other than pursuant to this RPSA, such Existing Senior Secured Notes are free
and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting
restriction, right of first refusal or other limitation on disposition or encumbrance of any kind,
that would adversely affect in any way such Consenting Senior Secured Noteholders
performance of its obligations contained in this RPSA at the time such obligations are required to
be performed;
(c) each Consenting Senior Secured Noteholder (i) has such knowledge and
experience in financial and business matters of this type and is capable of evaluating the merits
and risks of entering into this RPSA and of making an informed investment decision, and has
conducted an independent review and analysis of the business and affairs of the Companies that
it considers sufficient and reasonable for purposes of entering into this RPSA and (ii) is an
accredited investor (as defined by Rule 501 of the United States Securities Act of 1933, as
amended); and
(d) each Consenting Senior Secured Noteholder has made no prior Transfer of, and
has not entered into any other agreement to Transfer, in whole or in part, any portion of its right,
title, or interests in any of the Senior Secured Notes Claims that is inconsistent or conflicts with
the representations and warranties of such Consenting Senior Secured Noteholder set forth in this
Section 4.02, would otherwise render it unable to comply with this RPSA and perform its
obligations hereunder or would breach Section 3.04 hereof.
4.03. Mutual Representations and Warranties. Each of the Companies represents and
warrants, jointly and severally, and each of the Consenting Senior Secured Noteholders
represents and warrants, severally and not jointly, to each of the other Parties that the following
statements are true and correct as of the RPSA Effective Date (each of which is a continuing
representation and warranty) and as of the date of the consummation of the Restructuring:
(a) Existence; Enforceability. It is validly existing and in good standing under the
laws of the jurisdiction of its organization, and this RPSA is a legal, valid, and binding obligation
of such Party, enforceable against it in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium, insolvencia, reorganizacin,
liquidacin, quiebra or other similar laws relating to or limiting creditors rights generally or by
equitable principles relating to enforceability.
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(b) No Consent or Approval. Except as expressly provided in this RPSA or the
Bankruptcy Code, no consent or approval is required by any other person or entity in order for it
to carry out the Restructuring contemplated by, and perform its respective obligations under, this
RPSA.
(c) Power and Authority. Except as expressly provided in this RPSA, it has all
requisite corporate, partnership, limited liability company or similar power and authority to enter
into this RPSA and to carry out the Restructuring contemplated by, and perform its respective
obligations under, this RPSA.
(d) Authorization; Execution. The execution, delivery and performance of this
RPSA and the performance of its obligations hereunder have been duly authorized by all
necessary corporate, partnership, limited liability company or similar action on its part. This
RPSA has been duly executed and delivered by it.
(e) No Conflicts. The execution, delivery, and performance of this RPSA by it do
not and will not violate any provision of law, rule, or regulation applicable to it or of its
certificate of incorporation or by-laws (or other organizational documents).
(f) Governmental Consents. The execution, delivery and performance by it of this
RPSA do not and will not require any registration or filing with, consent or approval of, or notice
to, or any other action to, with, or by, any federal, state, or other governmental authority or
regulatory body, except, solely in the case of the Companies, any filings in connection with the
Chapter 11 Cases, including the approval of the Solicitation Materials and the confirmation of
the Plan and any filings with Chilean regulatory authorities as required by applicable law or
regulation, including any hecho esencial notifications or filings required to be filed with the
Chilean securities regulator (the Superintendencia de Valores y Seguros).
(g) Representation by Counsel. It has been represented by counsel (or has
knowingly waived the right to counsel) in connection with this RPSA and the transactions
contemplated by this RPSA.
(h) Proceedings. Other than the Chapter 11 Cases filed pursuant to the terms of this
RPSA, no litigation or proceeding before any court, arbitrator, or administrative or governmental
body is pending against it that would materially and adversely affect its ability to enter into this
RPSA or perform its obligations hereunder.
4.04. Representations, Warranties and Covenants of the Alsacia Shareholders. The
Alsacia Shareholders represent, warrant and covenant, severally and not jointly, to each of the
Consenting Senior Secured Noteholders that:
(a) Ownership of Indebtedness. As of the RPSA Effective Date, none of the Alsacia
Shareholders beneficially owns or controls, directly or indirectly, any of the Existing Senior
Secured Notes. In addition, during the period commencing on the RPSA Effective Date and
ending on the date of termination of this RPSA, none of the Alsacia Shareholders shall acquire,
directly or indirectly, any of the Existing Senior Secured Notes.
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(b) Existence; Enforceability. GPS is validly existing and in good standing under
the laws of the jurisdiction of its organization, and this RPSA is a legal, valid, and binding
obligation of each Alsacia Shareholder, enforceable against it in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium,
insolvencia, reorganizacin, liquidacin, quiebra or other similar laws relating to or limiting
creditors rights generally or by equitable principles relating to enforceability.
(c) No Consent or Approval. Except as expressly provided in this RPSA or the
Bankruptcy Code, no consent or approval is required by any other person or entity in order for it
to carry out the Restructuring contemplated by, and perform its respective obligations under, this
RPSA.
(d) Power and Authority. Except as expressly provided in this RPSA, it has all
requisite corporate, partnership, limited liability company or similar power and authority to enter
into this RPSA and to perform its respective obligations under this RPSA.
(e) Authorization; Execution. The execution, delivery and performance of this
RPSA and the performance of GPSs obligations hereunder have been duly authorized by all
necessary corporate, partnership, limited liability company or similar action on its part. This
RPSA has been duly executed and delivered by such Alsacia Shareholder.
(f) No Conflicts. The execution, delivery, and performance of this RPSA by GPS
does not and will not violate any provision of law, rule, or regulation applicable to it or of its
certificate of incorporation or by-laws (or other organizational documents).
(g) Affiliate Transactions. Except for the Contracts set forth in Schedule 1 hereto,
none of the Companies is a party to a Contract with any Alsacia Shareholder, nor with any
Affiliate of any Alsacia Shareholder. As used herein, Affiliate of any Person means any other
Person that directly or indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with, such Person, and the term control (including the terms
controlled by and under common control with) means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise; Contract means all
contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings,
indentures, joint ventures and all other agreements, commitments and legally binding
arrangements, whether written or oral; and Person means an individual, corporation,
partnership, joint venture, limited liability company, unincorporated organization, trust,
association or other entity.
(h) Sufficiency of Assets. As of the RPSA Effective Date, except as set forth in
Schedule 2 hereto, other than the Companies, no Alsacia Shareholder nor any Affiliate of an
Alsacia Shareholder owns any building, bus terminal, plant, structure, furniture, fixture,
machinery, equipment, vehicle or other item of real property or tangible or intangible personal
property that is necessary to, or used in, the conduct of the Companies business as of the RPSA
Effective Date.
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(i) Dividends. During the period commencing on the date the Existing Senior
Secured Notes were issued and ending on, and including, the RPSA Effective Date, none of the
Companies paid to any Alsacia Shareholder nor any Affiliate of any Alsacia Shareholder (other
than the Companies) (i) a dividend or distribution on or in respect of the capital stock of any of
the Companies, (ii) any proceeds as a result of the redemption, purchase or acquisition of the
capital stock of any of the Companies or (iii) any other similar payment; provided that any
nominal fees not exceeding 3 million Chilean pesos per director per month paid, or reasonable
expenses reimbursed, to any Alsacia Shareholder for membership on the board of directors are
excluded for the purposes of this Section 4.04(i).
4.05. Certain Additional Matters. The Companies acknowledge that the Consenting
Senior Secured Noteholders have informed the Companies that none of the Consenting Senior
Secured Noteholders have independently verified any of the information contained in the
Solicitation Materials, First Day Documents and Other Pleadings and, accordingly, such
Consenting Senior Secured Noteholders are not adopting any values or recoveries expressed in
the Solicitation Materials or other filings and except as otherwise set forth in this RPSA, reserve
all of their rights with respect to the value of or recoveries on the Senior Secured Notes Claims.
Nothing contained in any of the values, recoveries, data, or any assumptions underlying such
values, recoveries, or data contained in the Solicitations Materials, shall be deemed to constitute
an agreement of the Consenting Senior Secured Noteholders to such values, recoveries, data or
assumptions underlying such values, recoveries or data, or to prejudice in any manner the rights
of the Consenting Senior Secured Noteholders in any further proceedings involving the
Companies except as otherwise set forth in this RPSA.
Section 5. Termination Events.
5.01. Consenting Senior Secured Noteholder Termination Events. Without prejudice
to any termination event specified in Section 5.03, this RPSA may be terminated by the delivery
to the Companies of a written notice in accordance with Section 7.09 hereof by the Requisite
Consenting Senior Secured Noteholders, upon the occurrence and continuation of any of the
following events (each, a Consenting Party Termination Event):
(a) the breach by any of the Companies or the Alsacia Shareholders of any of the
representations, warranties, or covenants of the Companies or the Alsacia Shareholders, as
applicable, set forth in this RPSA and such breach shall continue for five (5) business days after
receipt by the Companies or the Alsacia Shareholders, as applicable, of written notice thereof
from the Consenting Senior Secured Noteholders in accordance with Section 7.09 hereof;
(b) the issuance by any governmental authority having jurisdiction over Alsacia or
Express or their respective assets, including any regulatory authority or court of competent
jurisdiction, of any ruling or order enjoining the consummation of the Restructuring in a way that
cannot be reasonably remedied by the Companies in a manner that is reasonably satisfactory to
the Requisite Consenting Senior Secured Noteholders, and such ruling or order is not dismissed,
stayed, reversed or lifted within twenty (20) days following the issuance thereof;
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(c) the Companies have failed to commence solicitation of the Plan and distribute
the Solicitation Materials, each of which shall be in form, manner and substance consistent with
the Plan attached hereto as Exhibit A and with this RPSA on or before September 12, 2014;
(d) any of the Companies shall have filed, propounded, solicited votes upon, sought
confirmation of, or otherwise supported a chapter 11 plan, or any plan of reorganization under
any applicable law, other than the Plan;
(e) the Bankruptcy Court has not entered within ten (10) calendar days after the
Petition Date, an order approving the assumption of the RPSA pursuant to section 365 of the
Bankruptcy Code;
(f) the Parties shall have failed to complete the preparation of the Solicitation
Materials in accordance with the terms of this RPSA by September 10, 2014;
(g) an examiner with expanded powers (beyond those set forth in section 1106(a)(3)
or (4) of the Bankruptcy Code) or a trustee shall have been appointed in any of the Chapter 11
Cases, any of the Chapter 11 Cases shall have been converted to a case under chapter 7 of the
Bankruptcy Code, or any of the Chapter 11 Cases shall have been dismissed by an order of the
Bankruptcy Court or converted to a case under chapter 7 of the Bankruptcy Code, or the Alsacia
Shareholders or any of the Companies file or encourage a motion seeking any of the foregoing;
(h) any of the Companies announces its intention to terminate the Restructuring or
not to consummate the Restructuring on the terms and conditions set forth in this RPSA and the
Plan;
(i) Alsacia or Express shall be declared the subject of any insolvency, bankruptcy,
liquidation or reorganization proceeding (other than the Chapter 11 Cases contemplated herein)
under the laws of any jurisdiction that prevents the implementation of the Restructuring and,
only if such proceeding is an involuntary insolvency proceeding, it is not dismissed, stayed,
reversed or lifted within twenty (20) days of such declaration;
(j) the amendment, modification, or filing of a pleading by any of the Companies
seeking to amend or modify the Transaction Documents, or any documents related to the
foregoing, including motions, notices, exhibits, appendices, and orders, in respect of which the
consent of the Requisite Consenting Senior Secured Noteholders is required under the RPSA,
without the prior consent of the Requisite Consenting Senior Secured Noteholders, and such
pleading or related document has not been withdrawn prior to the earlier of (i) three (3) business
days of the Companies receiving written notice in accordance with Section 7.09 hereof from
counsel to the Ad Hoc Group that such motion or pleading violates this Section 5.01(h), and
(ii) entry of an order of the Bankruptcy Court approving such motion;
(k) the Bankruptcy Court or any court with requisite jurisdiction grants relief that is
(a) inconsistent with this RPSA or the Plan, (b) in a form different than a Transaction Document
approved by the Requisite Consenting Senior Secured Holder or (c) materially and adversely
affects the rights of the Consenting Senior Secured Noteholders under this RPSA, without the
consent of the Requisite Consenting Senior Secured Noteholders, or any of the Companies or the
Alsacia Shareholders request or encourage any of the foregoing, and the Companies have not
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obtained an order amending or modifying the relief in form and substance reasonably acceptable
to the Requisite Consenting Senior Secured Holders within five (5) business days following
entry of an order granting such relief;
(l) an Event of Default (as defined in the Cash Collateral Order) under any Cash
Collateral Order;
(m) any of the Companies shall (i) agree to the restructuring of any of the Existing
Senior Secured Notes (whether pursuant to a voluntary out-of-court exchange offer or settlement,
a voluntary or involuntary proceeding or otherwise) on terms and conditions that are more
favorable to the holder thereof than any of the terms of the Restructuring, unless the terms of this
RPSA or the Plan are amended to provide such terms and conditions to all Consenting Senior
Secured Noteholders, or (ii) repudiate or reject, in whole or in part, or challenge the validity of
this RPSA or the Plan;
(n) the occurrence of an Event of Default (as defined in the Existing Indenture)
(other than an Event of Default resulting from the filing of the Chapter 11 Cases, the failure to
make the principal amortization and coupon payment as required on August 18, 2014 under the
Existing Indenture or any of the Excluded Covenants), in each case which is not waived pursuant
to the terms of, or remains uncured for the applicable period under, the Existing Indenture;
(o) Alsacia (i) terminates, purports to terminate, or provides any notice in respect of
the termination of, any of the Advisor Engagement Letters, or (ii) fails to make any payment due
and owing in accordance with the terms of any Advisor Engagement Letter within the time
period specified therein;
(p) any of the Companies receives notice that the government of the Republic of
Chile (or other authority with necessary power) has terminated or intends to terminate either or
both of the Concession Agreements or has exercised remedies under section 8 of either or both of
the Concession Agreements, and such notice of termination, termination or exercise of remedies
is not rescinded, annulled, withdrawn or otherwise made without effect within five (5) days
thereafter;
(q) any other creditor of the Companies in respect of indebtedness for borrowed
money (direct or indirect, whether pursuant to guarantees or otherwise) of US$10,000,000
million or more takes any action to accelerate or enforce any remedies under their respective
debt instruments;
(r) any of the Companies loses the exclusive right to file and solicit acceptances of a
plan of reorganization, or the Alsacia Shareholders or any of the Companies files or encourages
the filing of a motion seeking the termination of exclusivity; or
(s) the Bankruptcy Court grants relief terminating, annulling, or modifying the
automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to any assets
having an aggregate value in excess of US$2,500,000.
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Notwithstanding the foregoing, any Party that caused a Consenting Party Termination
Event shall not be entitled to terminate this RPSA based on such Consenting Party Termination
Event.
5.02. Companies Termination Events.
(a) The Companies may terminate this RPSA as to all Parties upon prior written
notice, delivered in accordance with Section 7.09 hereof, upon the occurrence of any of the
following events (each, a Companies Termination Event): (i) a breach by one or more
Consenting Senior Secured Noteholder of any of the representations, warranties, or covenants of
such Consenting Senior Secured Noteholder set forth in this RPSA that would materially and
adversely impact the rights and interests of the Companies under this RPSA and the
Restructuring, and which breach remains uncured for a period of five (5) business days after the
receipt by such breaching Consenting Senior Secured Noteholder(s) of written notice of such
breach from the Companies in accordance with Section 7.09 hereof; (ii) prior to the occurrence
of the voting deadline for the Plan, the breach by one or more Consenting Senior Secured
Noteholder of any of the representations, warranties, or covenants of such Consenting Senior
Secured Noteholder set forth in this RPSA, such that the non-breaching Consenting Senior
Secured Noteholders, at any time, hold or control less than 75% of the principal amount of the
Existing Senior Secured Notes held by the all of the Consenting Senior Secured Noteholders, and
which breach remains uncured for a period of five (5) business days after the receipt by such
breaching Consenting Senior Secured Noteholder(s) of written notice of such breach from the
Companies in accordance with Section 7.09 hereof; (iii) after the occurrence of the voting
deadline for the Plan, the material breach by one or more Consenting Senior Secured Noteholder
of any of the representations, warranties, or covenants of such Consenting Senior Secured
Noteholder set forth in this RPSA, such that the non-breaching Consenting Senior Secured
Noteholders, at any time, together with all other Senior Secured Noteholders who vote in favor
of the Plan, in the aggregate, hold or control less than 66 2/3% of the principal amount of the
Existing Senior Secured Notes or constitute less than one-half in number of such holders who
voted in favor of the Plan, and which breach remains uncured for a period of five (5) business
days after the receipt by such breaching Consenting Senior Secured Noteholder(s) of written
notice of such breach from the Companies; or (iv) at any time, the issuance by any governmental
authority having jurisdiction over the Companies or their respective assets, including any
regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or
order enjoining the consummation of a material portion of the Restructuring.
(b) The Companies obligations hereunder are subject at all times to the fulfillment
of their respective fiduciary duties, as applicable pursuant to the laws of Chile or any other
jurisdiction governing such fiduciary duties, including without limitation, with respect to the
filing of an insolvencia, reorganizacin, liquidacin or quiebra proceeding under Chilean law.
The Companies may terminate their obligations under this RPSA by prior written notice to
counsel to the Ad Hoc Group if the board of directors (or any equivalent governing body) of any
of the Companies reasonably determines that (i) based on the advice of outside counsel to the
Companies, the Restructuring and the Plan are not in the best interests of the Companies and
continued support of the Restructuring and the Plan pursuant to this RPSA and applicable law of
Chile or any other jurisdiction governing fiduciary duties of the board of directors (or any
equivalent governing body) of such Company would be inconsistent with such Companys
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fiduciary obligations, or (ii) any of the Companies receives a bona fide proposal for an
alternative plan and, based on the advice of outside counsel to the Companies, the board of
directors (or any equivalent governing body) of such Company reasonably determines that
continued support of the Restructuring and the Plan pursuant to this RPSA would be inconsistent
with such Companys fiduciary obligations, as applicable pursuant to the laws of Chile or any
other jurisdiction governing such fiduciary duties. Upon a termination of this RPSA pursuant to
this Section 5.02(b), all obligations of the Consenting Senior Secured Noteholders hereunder
shall immediately terminate without further action or notice by any of such Parties.

5.03. Mutual Termination.
(a) This RPSA, and the obligations of all Parties hereunder, may be terminated by
mutual agreement among the Companies and the Requisite Consenting Senior Secured
Noteholders.
(b) The Companies and the Requisite Consenting Senior Secured Noteholders shall
each have the option to terminate this by the delivery of a written notice in accordance with
Section 7.09 hereof upon the Consenting Senior Secured Noteholders or the Companies, as
applicable, upon the occurrence and continuation of any of the following events upon:
(i) failure of the Petition Date to occur on or before the earlier of (i) the
Outside Petition Date and (ii) five (5) business days after the expiration of the solicitation with
respect to the Plan;
(ii) failure of the Bankruptcy Court to enter within five (5) business days
after the Petition Date, on an interim basis, (i) the Cash Collateral Order and (ii) the Cash
Management System Order;
(iii) failure of the Bankruptcy Court to enter in the Chapter 11 Cases
within thirty (30) calendar days after the Petition Date, on a final basis, (i) the Cash Collateral
Order and (ii) the Cash Management System Order;
(iv) the Confirmation Order and the Disclosure Statement Order, which
may be combined with the Confirmation Order, not having been entered by the Bankruptcy
Court within fifty (50) calendar days after the Petition Date; or
(v) the effective date of the Plan not having occurred, and the order
confirming the Plan not having become a final order, within sixty-five (65) calendar days after
Petition Date;
provided, however, any of the dates set forth in this Section 5.03(b) may be extended by written
agreement among the Companies and the Requisite Consenting Senior Secured Noteholders.
5.04. Effect of Termination.
(a) Upon termination of this RPSA under Sections 5.01, 5.02 or 5.03 hereof, this
RPSA shall be of no further force and effect and each Party shall be released from its
commitments, undertakings, and agreements under or related to this RPSA and shall have the
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rights and remedies that it would have had had it not entered into this RPSA, and shall be entitled
to take all actions, whether with respect to the Restructuring or otherwise, that it would have
been entitled to take had it not entered into this RPSA (including, in the case of the Companies,
filing for quiebra in Chile, or, in the case of Panamerican, an insolvency proceeding in Bermuda
(each, a Liquidation Proceeding)); provided, however, that no such termination shall relieve
any Party of its breach or non-performance of its obligations hereunder prior to the date of such
termination. Upon the occurrence of any termination of this RPSA, any and all consents or votes
tendered prior to such termination by the Consenting Senior Secured Noteholders shall be
deemed, for all purposes, to be null and void ab initio and shall not be considered or otherwise
used in any manner by the Parties in connection with the Restructuring and this RPSA or
otherwise; provided that, in the event of any termination of this RPSA, the affected Consenting
Senior Secured Noteholders shall have the right (i) to freely vote their Senior Secured Notes
Claims with respect to any chapter 11 plan with respect to the Companies that the Companies or
any other party may seek to confirm, including any plan on which such Consenting Senior
Secured Noteholders votes were deemed to be null and void ab initio in accordance with this
sentence, notwithstanding whether a voting deadline regarding such plan has occurred, (ii) to
object to confirmation of any plan, whether or not an objection deadline regarding such plan has
passed, or (iii) seek the reversal or modification of any plan in any of the Chapter 11 Cases;
provided that such right will be without prejudice to the Companies right to enter into a
Liquidation Proceeding upon termination of this RPSA.
(b) Notwithstanding paragraph (a) above, any fees and expenses incurred pursuant to
Section 3.02(b) hereof prior to such termination shall continue to be due and outstanding and the
Companies shall continue to be obligated in respect thereof despite any termination of this RPSA
with respect to any one or more Parties, subject to Section 3.02(b).
5.05. Automatic Termination Upon Effective Date of Restructuring. This RPSA shall
terminate automatically, without any further required action or notice by any Party, immediately
following the effectiveness of the Plan on the date that the Plan becomes effective (the Plan
Effective Date).
5.06. No Termination for Own Breach. Notwithstanding anything contained herein to
the contrary, nothing herein shall allow any Party to terminate this Agreement as a result of its
own breach.
5.07. Exclusive Remedy. The Parties acknowledge and agree that the sole and
exclusive remedy in respect of any breach of Sections 3.03 or 4.04 shall be the termination of
this Agreement by the Requisite Consenting Senior Secured Noteholders and such breach shall
not give rise to any claims against any Party at law or in equity.
Section 6. Amendments. This RPSA may not be modified, amended, or supplemented
(except as expressly provided herein) except in writing signed by the Companies and the
Requisite Consenting Senior Secured Noteholders; provided, that, notwithstanding anything
contained herein to the contrary, the unanimous consent of the Consenting Senior Secured
Noteholders shall be required with respect to any amendments that (a) changes the definition of
Requisite Consenting Senior Secured Noteholders, (b) amends or modifies in any way this
Section 6 or (c) amends or modifies the scheduled amortizations, percentage of excess cash,
Pg l76 of 648

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maturity or rate of interest of the New Notes or the treatment of the Senior Secured Notes as a
class under the Plan as compared to other classes; provided, further that, if the amendment at
issue adversely impacts the treatment or rights of any Consenting Senior Secured Noteholder in a
manner different from any other Consenting Senior Secured Noteholder, the agreement in
writing of any such Consenting Senior Secured Noteholder whose treatment or rights are
adversely impacted in a different manner than other Consenting Senior Secured Noteholders
shall also be required for any such amendment to be effective.
Section 7. Miscellaneous.
7.01. Further Assurances. Subject to the other terms of this RPSA, the Parties agree to
execute and deliver such other instruments and perform such acts, in addition to the matters
herein specified, as may be commercially reasonable, from time to time, to effectuate the
Restructuring in accordance with the terms and conditions set forth in the Plan, as applicable.
7.02. Complete Agreement. This RPSA and the exhibits, schedules and other
attachments hereto represent the entire agreement between the Parties with respect to the subject
matter hereof and supersede all prior agreements, oral or written, among the Parties with respect
thereto; provided, however, that the Plan shall survive this RPSA and shall continue to be in full
force and effect in accordance with its terms irrespective of this agreement. No claim of waiver,
modification, consent, or acquiescence with respect to any provision of this RPSA shall be made
against any Party, except on the basis of a written instrument executed by or on behalf of such
Party or as may be carried out in accordance with Section 6.
7.03. Parties; Successors and Assigns. This RPSA shall be binding upon, and inure to
the benefit of, the Parties. No rights or obligations of any Party under this RPSA may be
assigned or transferred to any other person or entity except as provided in Section 3.04
hereof. Nothing in this RPSA, express or implied, shall give to any person or entity, other than
the Parties, any benefit or any legal or equitable right, remedy, or claim under this RPSA.
7.04. Headings. The headings of all sections of this RPSA are inserted solely for the
convenience of reference and are not a part of and are not intended to govern, limit, or aid in the
construction or interpretation of any term or provision hereof.
7.05. GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF
FORUM; WAIVER OF TRIAL BY JURY.
(a) THIS RPSA IS TO BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
(b) All actions and claims arising out of or relating to this RPSA shall be heard and
determined in any New York federal court sitting in the Borough of Manhattan of The City of
New York or in any New York state court sitting in the Borough of Manhattan of The City of
New York (and of the appropriate appellate courts therefrom) (the Chosen Courts). Consistent
with the preceding sentence, the Parties hereby (a) irrevocably submit to the exclusive
jurisdiction of the Chosen Courts, (b) waive any objection to laying of venue in any such action
or proceeding in the Chosen Courts, and (c) waive any objection that the Chosen Courts are an
Pg l77 of 648

21
inconvenient forum or do not have jurisdiction over any Party; provided, however, that each of
the Parties hereby agrees that, for the duration of any Chapter 11 Cases, the Bankruptcy Court
shall have exclusive jurisdiction of all matters arising out of or in connection with, and that the
Bankruptcy Code shall govern, the Plan. The foregoing shall not limit the rights of any Party to
introduce this Agreement in any court in any jurisdiction in order to defend against a cause of
action that has been brought against it or any of its affiliates or representatives in such court.
(c) EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS RPSA OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(d) The Companies appoint CT Corporation System (the New York Process
Agent), with an office on the RPSA Effective Date at 111 Eighth Avenue, 13
th
Floor, New
York, New York 10011 as its agent to receive on behalf of itself and its property, service of
copies of all writs, claims, process, complaint, summonses and any other process that may be
served in any legal or other proceeding with respect to matters arising out of, based upon or in
connection with this RPSA or the transactions contemplated hereby, and agrees to promptly
appoint a successor New York Process Agent in the City of New York (which appointment the
successor New York Process Agent shall accept in writing prior to the termination for any reason
of the appointment of the initial New York Process Agent). In any such legal or other
proceeding, such service may be made on the Companies by delivering a copy of such process to
it in care of the appropriate New York Process Agent at such New York Process Agents
address. Nothing in this RPSA shall in any way be deemed to limit the ability to serve any such
writs, process or summonses in any other manner permitted by applicable law.
7.06. Execution of RPSA. This RPSA may be executed and delivered (by facsimile,
electronic mail, or otherwise) in any number of counterparts, each of which, when executed and
delivered, shall be deemed an original, and all of which together shall constitute the same
agreement.
7.07. Interpretation. This RPSA is the product of negotiations between the Companies
and the Consenting Senior Secured Noteholders, and in the enforcement or interpretation hereof,
is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or
against any Party by reason of that Party having drafted or caused to be drafted this RPSA, or
any portion hereof, shall not be effective in regard to the interpretation hereof.
7.08. Severability. If the whole or any part of a provision of this RPSA is declared
void, unenforceable or illegal in any jurisdiction, it is severed for the purposes of that jurisdiction
and the remainder of this RPSA shall be unaffected thereby and shall remain in full force and
effect in such jurisdiction if the essential terms and conditions of this Agreement for each party
remain valid, binding and enforceable. In this event, the remainder of this RPSA will have full
force and effect and the validity or enforceability of the relevant provision in any other
jurisdiction is not affected.
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22
7.09. Notices. All notices hereunder shall be deemed given if in writing and delivered,
if sent by electronic mail, courier, or registered or certified mail (return receipt requested) to the
following addresses (or at such other addresses as shall be specified by like notice):
(a) if to the Companies, to:
Ave. Santa Clara 555
Huechuraba, Santiago, Chile 8580000

with copies (which shall not constitute notice) to:

Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Attention: Richard J. Cooper and Lisa Schweitzer
E-mail address: rcooper@cgsh.com and lschweitzer@cgsh.com

(b) if to a Consenting Senior Secured Noteholder or a transferee thereof, to the
addresses set forth below following the Consenting Senior Secured Noteholders signature (or as
directed by any transferee thereof), as the case may be, with copies (which shall not constitute
notice) to:
Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
Bank of America Tower
New York, NY 10036
Attention: Daniel H. Golden and David P. Simonds
E-mail address: dgolden@akingump.com and dsimonds@akingump.com

Any notice given by delivery, mail, or courier shall be effective when received. Any notice that
is required to or may be delivered on behalf of the Companies hereunder shall be deemed
delivered on behalf of all of the Companies when delivered by any one of the Companies.
7.10. Reservation of Rights; Waiver. Except as expressly provided in this RPSA,
nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict any right of
any Consenting Senior Secured Noteholders or the ability of each of the Consenting Senior
Secured Noteholders to protect and preserve its rights, remedies, and interests, including, without
limitation, its claims against or interests in the Companies under the Existing Indenture and other
agreements and documents relating thereto, as well as under applicable law. If the Restructuring
is not consummated in accordance with the terms of the Plan and this RPSA, or if this RPSA is
terminated for any reason (other than Section 5.06 hereof), the Parties fully reserve any and all of
their rights. Pursuant to Rule 408 of the Federal Rules of Evidence and any other applicable
rules of evidence, this RPSA and all negotiations relating hereto shall not be admissible into
evidence in any proceeding other than a proceeding to enforce its terms. Each Consenting Senior
Secured Noteholder may, subject to any express provision to the contrary herein, enforce its
rights hereunder separately.
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23
7.11. Specific Performance. It is understood and agreed by the Parties that money
damages would be an insufficient remedy for any breach of this RPSA by any Party and each
non-breaching Party shall be entitled to specific performance and injunctive or other equitable
relief as a remedy of any such breach, including, without limitation, an order of the Bankruptcy
Court or other court of competent jurisdiction requiring any Party to comply promptly with any
of its obligations hereunder; provided, that, for the avoidance of doubt, no Party shall be required
to take any action hereunder which is prohibited by applicable law.
7.12. Several, Not Joint, Obligations. The agreements, representations, and
obligations of the Consenting Senior Secured Noteholders under this RPSA are, in all respects,
several and not joint. The agreements, representations, and obligations of each of the Alsacia
Shareholders under this RPSA are in all respects, several and not joint. The agreements,
representations, and obligations of the Companies under this RPSA are joint and several.
7.13. Remedies Cumulative. All rights, powers, and remedies provided under this
RPSA or otherwise available in respect hereof at law or in equity shall be cumulative and not
alternative, and the exercise of any right, power, or remedy thereof by any Party shall not
preclude the simultaneous or later exercise of any other such right, power, or remedy by such
Party.
7.14. No Third-Party Beneficiaries. Unless expressly stated herein, this RPSA shall be
solely for the benefit of the Parties, and no other person or entity shall be a third-party
beneficiary hereof.
7.15. Automatic Stay. The Parties acknowledge that the giving of notice or the
disclosure of information, including under Section 8 hereof, or termination by any Party,
including under Section 5 hereof, shall not be stayed by section 362 of the Bankruptcy Code or
other similar applicable law, to the extent applicable, and to the extent the Bankruptcy Court
determines otherwise, the delivering Party shall not be subject to any damages on account of the
giving of such notice or disclosure or with respect to termination.
7.16. Acknowledgement. Notwithstanding any other provision herein, this RPSA is
not and shall not be deemed to be an offer with respect to any securities or solicitation of votes
for the acceptance of a plan of reorganization for purposes of sections 1125 and 1126 of the
Bankruptcy Code or otherwise. Any such offer or solicitation will be made only in compliance
with all applicable securities laws and provisions of the Bankruptcy Code. The Companies will
not solicit acceptances of the Plan from the holders of Existing Senior Secured Notes in any
manner inconsistent with the Bankruptcy Code or applicable bankruptcy law, and no obligation
by any Consenting Senior Secured Noteholder to vote to accept the Plan will be enforceable
unless and until the Solicitation Materials are approved by the Bankruptcy Court in accordance
with the terms herein.
7.17. Survival. Notwithstanding anything contained herein to the contrary, upon the
termination of this RPSA (whether as a result of the consummation of the Restructuring, or its
termination pursuant to Section 5 hereof or otherwise), the agreements and obligations of the
Parties set forth in Sections 3.02(b) 5.05, and 7 hereof shall survive the termination of this
RPSA; provided that, to the extent this RPSA is terminated by the Companies pursuant to
Pg l80 of 648

24
Section 5.02(a) hereof, the Companies shall have no such obligation to pay such fees and
expenses of counsel to the Ad Hoc Group pursuant to Section 3.02(b) hereof after the date of
such termination; provided, however, nothing herein shall prejudice any rights granted under the
Cash Collateral Order.
Section 8.
8.01. Disclosure.
(a) The Companies shall publicly disclose (each, a Disclosure Date): (i) on the
RPSA Effective Date, the existence of this RPSA and the material terms of the Plan, (ii) on the
effective date of any material amendment to this RPSA or the Plan (each, an Amendment
Date), a description of any such material amendment to this RPSA and the Plan, and (iii) on
each of the RPSA Effective Date, any Amendment Date, the Petition Date, the date of entry of
the Confirmation Order, the effective date of the Plan, and the date on which this RPSA is
otherwise terminated under Section 5 of this RPSA (the Termination Date), any non-public
information that has been provided to the Consenting Senior Secured Noteholders by the
Companies (or information that has been provided by the Companies to the Ad Hoc Advisors
and has been disclosed by the Ad Hoc Advisors to the Consenting Senior Secured Noteholders,
other than information provided to the Ad Hoc Advisors as advisors eyes only information,
except as agreed to by the Companies) that would be material to an investor making an
investment decision with respect to the purchase or sale of any Companys debt securities, to the
extent not theretofore the subject of a Public Disclosure (as defined below). Any disclosure
pursuant to this Section 8.01(a) shall be conducted through an hecho relevante filed with the
Chilean Superintendencia de Valores y Seguros (to the extent permitted to be filed therewith)
and a press release issued through any internationally recognized press release service such as
PR Newswire (such filing and issuance, whether in Spanish or English, a Public Disclosure),
which Public Disclosure may include a reference to an internet address on the Companies
website that the Companies may utilize as the means for such disclosure. The Companies shall
submit to counsel for the Ad Hoc Group any and all Public Disclosures pursuant to this Section
8.01(a), and any other Public Disclosure to be issued at any time from the RPSA Effective Date
through the Termination Date, no less than forty-eight (48) hours prior to the Disclosure Date,
and any such Public Disclosure shall be subject to the approval of the Requisite Consenting
Senior Secured Noteholders, which approval shall not be unreasonably withheld, delayed or
conditioned. The Companies agree that, in the event that the Companies fail to disclose such
information, or any portion thereof, in such manner, as determined in good faith by the
Consenting Senior Secured Noteholders, by the Disclosure Date (or post any referenced
information on its website), any Consenting Senior Secured Noteholders may seek specific
performance of the Companies obligations hereunder, or in the alternative, automatically and
requiring no further act hereunder, any Consenting Senior Secured Noteholder is authorized to
disclose and make generally available to the public through the issuance of a press release or
similar form of public communication such information. The Companies acknowledge and
agree that none of the Consenting Senior Secured Noteholders or their designees shall have any
liability hereunder to the Companies or their representatives or any other person or entity,
including, without limitation, for any special, indirect, punitive, or consequential damages in
contract, tort, warranty, strict liability or otherwise, as a result of any action taken or not taken by
Pg l8l of 648

25
the Consenting Senior Secured Noteholders or their designees in accordance with this Section
8.01(a).
(b) Without limiting Section 8.01(a) hereof, from and after the date hereof, the
Companies and the Alsacia Shareholders shall submit to counsel for the Ad Hoc Group all press
releases, public filings, public announcements or other public communications regarding the
Restructuring, whether in Spanish, English or any other language, proposed to be made by such
Parties, no less than forty-eight (48) hours prior to the time at which such press release, public
filing, public announcement or other communication is proposed to be made, for prior consent by
counsel for the Ad Hoc Group and the Requisite Consenting Senior Secured Noteholders (not to
be unreasonably conditioned, withheld or delayed). With respect to any all press releases, public
filings, public announcements or other communications regarding the Concession Agreements or
the government of the Republic of Chile, whether in Spanish or English, proposed to be made by
such Parties, the applicable Parties shall consult with, and consider in good faith any comments
provided by, counsel to the Ad Hoc Group regarding the content of such communications.
Nothing set forth in in this Section 8.01 shall limit, in any way, the Companies ability to comply
with its obligations under applicable law, including securities market regulations.
8.02. Holdings Information. The Parties agree that the holdings information provided
by each Consenting Senior Secured Noteholder with respect to their respective Existing Senior
Secured Notes and the identity of such Consenting Senior Secured Noteholder shall be kept
confidential, and such information shall not be disclosed to any person; provided, however, (i)
the Companies shall be permitted to disclose at any time the aggregate principal amount of, and
aggregate percentage of, the Senior Notes Claims held by the Consenting Senior Secured
Noteholders and (ii) the legal and financial advisors to the Companies may disclose the names of
holders (or nominees, investment managers or advisors of beneficial holders of) of Senior Notes
Claims (but shall be prohibited from disclosing the principal amount or percentage of the
Existing Senior Secured Notes held by particular holders) solely to the extent such advisors deem
necessary to satisfy the obligations to make disclosures of connections to parties in interest in
connection with being retained to advise the Companies under section 327(a) or section 328 of
the Bankruptcy Code; provided, further, however, that if the Companies are required to file this
RPSA publicly in any form, the Companies shall redact any signature pages hereto or file such
signature pages under seal.
8.03. Relationship Among Parties; Consents.
(a) It is understood and agreed that no Consenting Senior Secured Noteholder has
any duty of trust or confidence in any form with any other Consenting Senior Secured
Noteholder, and, except as provided in this RPSA, there are no commitments among or between
them. In this regard, it is understood and agreed that any Consenting Senior Secured Noteholder
may trade in the Notes or other debt or equity securities of the Companies without the consent of
the Companies or any other Consenting Senior Secured Noteholder, subject to applicable
securities laws and the terms of this RPSA, including, specifically, Section 3.04; provided,
further, that no Consenting Senior Secured Noteholder shall have any responsibility for any such
trading by any other entity by virtue of this RPSA. No prior history, pattern or practice of
sharing confidences among or between the Consenting Senior Secured Noteholders shall in any
way affect or negate this understanding and agreement.
Pg l82 of 648

26
(b) As used in this RPSA, any consent, waiver or other form of approval by or from
the Requisite Consenting Senior Secured Noteholders shall be exercised or withheld in the sole
discretion, exercised in good faith, of such Parties. The Companies shall be permitted to rely
upon any written confirmation (including by email) from Akin Gump expressly confirming a
consent, waiver or other form of approval by the Requisite Consenting Senior Secured
Noteholders.
[Signature pages follow]

Pg l83 of 648

IN WITNESS WHEREOF, the Parties hereto have caused this RPSA to be executed and
delivered by their respective duly authorized officers, solely in their respective capacity as
officers of the undersigned and not in any other capacity, as of the date first set forth above.


By: /s/ Jose Ferrer Fernandez

By: /s/ Leopoldo Falconi
Name: Leopoldo Falconi
Title: Chief Financial Officer





By: /s/ Gibran Harcha
Name: Gibran Harcha
Title: Representative

By: /s/ Fabio Junca
Name: Fabio Junca

Pg l84 of 648


Name: Gibran Harcha
Pg l85 of 648

GLOBAL PUBLIC SERVICES, S.A.

Name: Gibran Harcha

/s/ Carlos Mario Ros Velilla

Carlos Mario Ros Velilla

/s/ Francisco Javier Ros Velilla

Francisco Javier Ros Velilla

Pg l86 of 648

[Name of Consenting Senior Secured Noteholder]

__________________________________________
Name:
Title:

Address:

Attention:
Telephone:
Facsimile:

Pg l87 of 648

SCHEDULE 1

AFFILIATE TRANSACTIONS

1. The Affiliate Transactions described in Note 10.3 to the Intermediate Consolidated
Financial Statements of Alsacia and its subsidiaries, dated as of March 31, 2014 and any
continuation of such arrangements on their existing terms;

2. Arrangement with Recticenter, a spinoff from Camden SpA, to provide bus maintenance
services to each of Alsacia and Express; and

3. Arrangement with Cityservicing SpA to provide temporary employees to each of Alsacia
and Express.

Pg l88 of 648

SCHEDULE 2

ASSETS OWNED BY ALSACIA SHAREHOLDERS

1. Pursuant to Note 10.3 to the Intermediate Consolidated Financial Statements of Alsacia
and its subsidiaries, dated as of March 31, 2014, Camden provides spare parts and
services necessary to the continued operations of the Companies; and

2. Pursuant to the Arrangements described in Schedule 1, Recticenter and Cityservicing
SpA provide bus maintenance and temporary employees, respectively, which are
necessary for the continued operations of the Companies.
Pg l89 of 648

EXHIBIT A

PLAN OF REORGANIZATION
Pg l90 of 648

EXHIBIT B

FORM OF CASH COLLATERAL ORDER

Pg l9l of 648

EXHIBIT C

DESCRIPTION OF NOTES

Pg l92 of 648

EXHIBIT D

FORM OF PROVISION FOR CLAIMS TRANSFER AGREEMENT

The undersigned (Transferee) hereby acknowledges that it has read and understands the
Restructuring and Plan Support Agreement (the RPSA), dated as of August 30, 2014, by and
among the Companies and certain holders, or investment managers for holders, of the Existing
Senior Secured Notes, including the transferor (the Transferor) to the Transferee of any Senior
Secured Notes Claims, and agrees to be bound by the terms and conditions thereof by which
Consenting Senior Secured Noteholders are bound thereby, and shall be deemed a Consenting
Senior Secured Noteholder under the terms of the RPSA. Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the RPSA.

The Transferee specifically agrees to be bound by the vote of the Transferor on the Plan
if Transferor is the holder of the Existing Senior Secured Notes as of the record date for voting
on the Plan.

Date Executed: ______, 2014

Print name of Transferee

Name:
Title:
Address: _________________________
_________________________
_________________________

Attention: _________________________
Telephone: __________________________
Facsimile: __________________________

Transferors Principal Amount Transferred
Claim Amount
Senior Notes Claims US$

Pg l93 of 648

AMENDMENT TO
RESTRUCTURING AND PLAN SUPPORT AGREEMENT
This Amendment dated as of September 15, 2014 (this Amendment) to the
Restructuring and Plan Support Agreement, dated as of August 31, 2014 (the RPSA), is by and
between Inversiones Alsacia S.A. (Alsacia), Express de Santiago Uno S.A. (Express),
Inversiones Eco Uno S.A. (Eco Uno) and Panamerican Investments Ltd. (Panamerican, and
together with Express and Eco Uno, the Guarantors, and the Guarantors together with Alsacia,
the Companies), Global Public Services, S.A. (GPS), Carlos Mario Ros Velilla, Francisco
Javier Ros Velilla (together with GPS and Carlos Mario Ros Velilla, the Alsacia
Shareholders) and those certain holders, or investment managers for holders, of the 8.00%
Senior Secured Notes due 2018 (the Existing Senior Secured Notes) issued by Alsacia and
guaranteed by the Guarantors pursuant to an indenture dated as of February 18, 2011, as
supplemented by the First Supplemental Indenture dated as of February 28, 2011 and the Second
Supplemental Indenture dated as of December 16, 2011, and as modified by the Amended and
Restated Consent Solicitation Statement dated September 25, 2013 (as supplemented on October
3, October 10 and October 14, 2013, the 2013 Consent Solicitation) (such indenture, as so
supplemented and modified, the Existing Indenture) signatory hereto (collectively, the
Consenting Senior Secured Noteholders).
RECITALS
WHEREAS, the Companies, the Alsacia Shareholders and the Consenting Senior
Secured Noteholders (collectively, the Parties) are parties to the RPSA, pursuant to which the
parties mutually committed, subject to the terms and conditions of the RPSA, to support a
comprehensive restructuring of certain financial obligations of the Companies, including the
Companies indebtedness and obligations under the Existing Indenture and the Existing Senior
Secured Notes, pursuant to a consensual restructuring plan in the form attached as Exhibit A to
the RPSA (the Plan), all as more fully described in the Plan;
WHEREAS, the RPSA may not be modified, amended, or supplemented except in
writing signed by the Companies and the Requisite Consenting Senior Secured Noteholders (as
defined in the RPSA); and
WHEREAS, the Parties desire to amend the RPSA as provided herein.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
1. Definitions. Each capitalized term used but not defined herein shall have the
meaning assigned to such term in the RPSA.
2. Amendments. Effective as of the date hereof, the RPSA is amended as follows:
Pg l94 of 648
2
(a) the Plan attached as Exhibit A to the RPSA is deleted in its entirety and
replaced with Exhibit A attached hereto;
(b) the Cash Collateral Order attached as Exhibit B to the RPSA is deleted in
its entirety and replaced with Exhibit B attached hereto;
(c) the Description of New Notes attached as Exhibit C to the RPSA is
deleted in its entirety and replaced with Exhibit C attached hereto;
3. No Further Amendment. Except as expressly amended hereby, the RPSA is in all
respects ratified and confirmed and all of the terms and conditions and provisions thereof shall
remain in full force and effect. This Amendment is limited precisely as written and shall not be
deemed to be an amendment to any other term or condition of the RPSA or any of the documents
referred to therein, or a waiver of any right under the RPSA or any of the documents referred to
therein.
4. Effect of Amendment. This Amendment shall form a part of the RPSA for all
purposes, and each party thereto and hereto shall be bound hereby. From and after the date
hereof, any reference to this RPSA, hereof, herein, hereunder and words or expressions
of similar import shall be deemed a reference to the RPSA as amended hereby.
5. Governing Law. This Amendment is to be governed by and construed in
accordance with the laws of the State of New York, without giving effect to the conflict of laws
principles thereof. Section 7.05 of the RPSA is incorporated herein by this reference, mutatis
mutandis, as if set forth in full herein.
6. Counterparts. This Amendment may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall be deemed to be one and the same
agreement. A signed copy of this Amendment delivered by facsimile, e-mail or other means of
electronic transmission shall be deemed to have the same legal effect as delivery of an original
signed copy of this Amendment.

[Signature Page Follows]
Pg l95 of 648

Signature Page to Amendment to Restructuring and Plan Support Agreement
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to the
Restructuring and Plan Support Agreement to be executed and delivered by their respective duly
authorized officers, solely in their respective capacity as officers of the undersigned and not in
any other capacity, as of the date first set forth above.








Name: Gibran Harcha

By: /s/ Fabio Junca
Name: Fabio Junca

Pg l96 of 648


Name: Gibran Harcha
Pg l97 of 648

GLOBAL PUBLIC SERVICES, S.A.

Name: Gibran Harcha

/s/ Carlos Mario Ros Velilla

Carlos Mario Ros Velilla

/s/ Francisco Javier Ros Velilla

Francisco Javier Ros Velilla

Pg l98 of 648

[Name of Consenting Senior Secured Noteholder]

__________________________________________
Name:
Title:

Address:

Attention:
Telephone:
Facsimile:

Pg l99 of 648

EXHIBIT A

PLAN OF REORGANIZATION
Pg 200 of 648

EXHIBIT B

FORM OF CASH COLLATERAL ORDER

Pg 20l of 648

FOR THE SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------- X
:
In re : Chapter 11
:
Inversiones Alsacia S.A., et al.,
1
: Case No. 14-[ ] [( )]
:
Debtors. : Joint Administration Requested
:
---------------------------------------------------------- X

INTERIM ORDER PURSUANT TO SECTIONS 105, 361, 362, AND 363 OF
THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2002, 4001 AND 9014
(I) AUTHORIZING DEBTORS TO USE CASH COLLATERAL, (II) GRANTING
ADEQUATE PROTECTION AND (III) SCHEDULING A FINAL HEARING
(INTERIM CASH COLLATERAL ORDER)
Upon the motion, dated [], 2014 (the Motion),
2
of Inversiones Alsacia S.A.
(Alsacia) and certain of its affiliates, as debtors and debtors in possession in the above-
captioned cases (collectively, the Debtors) for entry of interim and final orders under sections
105, 361, 362 and 363 of title 11 of the United States Code, 11 U.S.C. 101-1532 (the
Bankruptcy Code), Rules 2002, 4001 and 9014 of the Federal Rules of Bankruptcy Procedure
(as amended, the Bankruptcy Rules), and Rule 4001-2 of the Local Rules of the United States
Bankruptcy Court for the Southern District of New York (the Local Rules), (a) authorizing the
use of Cash Collateral (as defined below) on an interim basis effective as of the Petition Date
through the time of the final hearing on the Motion (the Final Hearing); (b) granting and

1
The Debtors, together with each of the Debtors Chilean federal tax identification number, are: Inversiones
Alsacia S.A. [99.577.400-3]; Express de Santiago Uno S.A. [99.577.390-2].; Inversiones Eco Uno S.A. [76.195.710-
4]; and Panamerican Investments Ltd. [59.164.900-0]. The location of the corporate headquarters and the service
address for Inversiones Alsacia S.A. and Panamerican Investments Ltd. is: Avenida Santa Clara 555, Huechuraba,
Santiago, Chile. The location of the corporate headquarters and the service address for Express de Santiago Uno
S.A. and Inversiones Eco Uno S.A. is: Camino El Roble 200, Pudahuel, Santiago, Chile.
2
Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Motion.
Pg 202 of 648
2
affirming the adequate protection being given to the Collateral Trustees; and (c) scheduling the
Final Hearing to consider entry of a final order (the Final Order) authorizing the Debtors use
of Cash Collateral; and upon the Declaration of [] in Support of First Day Motions and
Applications in Compliance with Local Rule 1007-2, filed concurrently with the Motion; and the
Court having found that the relief requested in the Motion is in the best interests of the Debtors,
their estates, their creditors and other parties in interest, and is otherwise fair and reasonable; and
the Court having found that the Debtors notice of the Motion and the opportunity for a hearing
on the Motion was appropriate and no other notice need be provided; and the Court having
reviewed the Motion and having heard the statements in support of the relief requested therein at
a hearing before the Court on [DATE], 2014 (the Interim Hearing); and the Court having
determined that the legal and factual bases set forth in the Motion and at the Interim Hearing
establish just cause for the relief granted herein; and upon all of the proceedings had before the
Court; and after due deliberation and sufficient cause appearing therefor,
IT IS HEREBY FOUND AND CONCLUDED THAT:
A. Disposition. The Motion is granted on an interim basis in accordance with the
terms of this Interim Order. Any objections to the Motion with respect to the entry of the Interim
Order that have not been withdrawn, waived or settled are hereby denied and overruled.
B. Commencement of the Chapter 11 Cases. On [], 2014 (the Petition Date), each
of the Debtors filed with this Court a voluntary petition for relief under chapter 11 of the
Bankruptcy Code commencing these chapter 11 cases (the Chapter 11 Cases). The Debtors
are in possession of their properties and continuing to operate their businesses as debtors and
debtors in possession under sections 1107 and 1108 of the Bankruptcy Code. No official
Pg 203 of 648
3
committee of unsecured creditors (a Committee) has been appointed in these Chapter 11 Cases
as of the date of the entry of this Interim Order.
C. Jurisdiction and Venue. This Court has jurisdiction over the Chapter 11 Cases
and the relief requested in the Motion pursuant to 28 U.S.C. 157(b) and 1334, and the
Amended Standing Order of Reference from the United States District Court for the Southern
District of New York dated January 31, 2012. Consideration of the relief requested in the
Motion constitutes a core proceeding pursuant to 28 U.S.C. 157(b)(2). The Court may enter a
final order consistent with Article III of the United States Constitution. Venue of the Chapter 11
Cases in this District is proper pursuant to 28 U.S.C. 1408 and 1409.
D. Adequate Notice. On the Petition Date, the Debtors filed the Motion with this
Court and pursuant to Bankruptcy Rules 2002, 4001 and 9014 and the Local Rules, the Debtors
provided notice of the Motion and the Interim Hearing by electronic mail, facsimile, hand
delivery or overnight delivery to the following parties and/or to their respective counsel as
indicated below: (a) the Office of the United States Trustee; (b) counsel to The Bank of New
York Mellon, as trustee, principal paying agent, transfer agent and registrar under the Senior
Secured Notes Indenture (the Trustee); (c) counsel to The Bank of New York Mellon, as U.S.
collateral trustee (the U.S. Collateral Trustee); (d) counsel to Banco Santander Chile, as
Chilean collateral trustee (the Chilean Collateral Trustee, and together with the U.S. Collateral
Trustee, the Collateral Trustees); (e) counsel to an ad hoc group (the Ad Hoc Group) of
certain holders, or investment managers for holders, of the Senior Secured Notes (as defined
below) that are a signatory to the RPSA (as defined below) (collectively, the Consenting Senior
Secured Noteholders); (f) the cash management banks with whom the Debtors maintain
accounts; (g) creditors holding the thirty (30) largest unsecured claims as set forth in the
Pg 204 of 648
4
consolidated list filed with the Debtors petitions; and (h) all parties requesting service in these
Chapter 11 Cases pursuant to Bankruptcy Rule 2002 (collectively, the Notice Parties). Given
the nature of the relief sought in the Motion, this Court concludes that the foregoing notice was
sufficient and adequate under the circumstances and complies with the Bankruptcy Code, the
Bankruptcy Rules, the Local Rules and any other applicable law, and no further notice relating to
this proceeding and the hearing on this Motion is necessary or required.
E. Debtors Stipulations. Without prejudice to the rights of any other party (but
subject to the limitations thereon contained in paragraph 13 of this Interim Order), the Debtors
admit, stipulate and agree that:
(i) Pursuant to the terms of that certain Indenture, dated February 18, 2011,
by and among BRT Escrow Corporation SpA, as initial temporary issuer, the Trustee and the
Collateral Trustees (as amended by that (a) First Supplemental Indenture, dated as of February
28, 2011 to be by and among Alsacia, as issuer, and Express de Santiago Uno S.A. (Express),
Inversiones Eco Uno S.A. (Eco Uno) and Panamerican Investments Ltd. (Panamerican) as
guarantors (collectively, the Guarantors), the Trustee and the Collateral Trustees, (b) Second
Supplemental Indenture, dated as of December 16, 2011, and (c) the waivers granted pursuant to
the Amended and Restated Consent Solicitation Statement, dated September 25, 2013, as
supplemented on October 3, October 10 and October 14, 2013, and as further amended to date,
and as it may hereafter be amended, supplemented or modified from time to time, the Senior
Secured Notes Indenture), Alsacia issued certain 8% Senior Secured Notes due 2018 in the
aggregate original principal amount of U.S.$464,000,000 (the Senior Secured Notes, and a
holder of any of the Senior Secured Notes, a Senior Secured Noteholder).
3

3
For the avoidance of doubt, all references herein to Senior Secured Noteholders shall include the
Consenting Senior Secured Noteholders and the Requisite Consenting Senior Secured Noteholders (as defined
Pg 205 of 648
5
(ii) Under the terms of the Senior Secured Notes Indenture, Alsacias
obligations under the Senior Secured Notes are jointly and severally and unconditionally and
irrevocably guaranteed by the Guarantors (the Guarantees).
(iii) Pursuant to the terms of that certain Contrato de Aperatura de Crdito
(Loan Agreement), dated February 11, 2011, by and among Banco Internacional (BI), BRT
Escrow Corporation SpA as initial borrower, Alsacia as successor borrower, Panamerican (Chile
Branch) as guarantor and Inversiones Lorena SpA (a wholly-owned subsidiary of Alsacia,
Lorena) as guarantor (the Bus Terminal Loan), BI agreed to extend a loan to Alsacia in an
aggregate principal amount of U.S.$ 12,500,000 (the Bus Terminal Loan). Alsacias
obligations under the Bus Terminal Loan are guaranteed by the Guarantors and Lorena and are
secured by a first priority security interest on the Huechuraba terminal and on Lorenas capital
stock (the Bus Terminal Lien).
(iv) To secure the Debtors obligations under the Senior Secured Notes (the
Prepetition Obligations), under the terms of the Senior Secured Notes Indenture, the Collateral
Trust Agreement, dated February 28, 2011, by and among, Alsacia, the Guarantors, the Trustee,
Merrill Lynch Capital Services, Inc., as notes hedge counterparty, Credit Suisse International, as
notes hedge counterparty, and the Collateral Trustees (the Collateral Trust Agreement), the
Security Documents (as defined in the Senior Secured Notes Indenture) and certain other related
financing and security documents,
4
Alsacia and the Guarantors granted the Collateral Trustees,

below), and rights and remedies granted herein to the Senior Secured Noteholders may be exercised at all times by
the Consenting Senior Secured Noteholders and the Requisite Consenting Senior Secured Noteholders to the extent
set forth herein.
4
Collectively, the Senior Secured Notes, the Senior Secured Notes Indenture, the Guarantees, the Collateral
Trust Agreement, the Security Documents and all other financing, security and related documents executed in
furtherance of the issuance of the Senior Secured Notes, as the same may be amended, restated, supplemented or
otherwise modified from time to time, are referenced to herein as the Finance Agreements.
Pg 206 of 648
6
in trust for the benefit of the Collateral Trustees, the Trustee and the Senior Secured Noteholders
(collectively, the Senior Secured Parties), liens on and first priority security interests in all
right, title and interest in (the Notes Liens) upon and in the Collateral (as defined in the Senior
Secured Notes Indenture), including all cash and non-cash proceeds thereof (collectively, the
Prepetition Collateral). Pursuant to the terms of the Collateral Trust Agreement, the
Prepetition Obligations are secured equally and ratably by the Notes Liens upon the Prepetition
Collateral established in favor of the Collateral Trustees for the benefit of the Senior Secured
Parties.
(v) On August 18, 2014, Alsacia failed to make the principal payment due on
the Senior Secured Notes, and that failure constituted an event of default under the Senior
Secured Notes Indenture, and which default is continuing (the Existing Default).
(vi) Based on the Existing Default, as of the Petition Date, the aggregate
amount of the Prepetition Obligations outstanding, due and payable by Alsacia, for which the
Guarantors are jointly and severally liable, equaled approximately U.S.$[365,668,311.11],
consisting of: (a) U.S.$347,300,000 in respect of the outstanding principal amount under the
Senior Secured Notes; (b) U.S.$18,368,311.11 in respect of unpaid interest accrued under the
Senior Secured Notes at the applicable contractual rate under the Senior Secured Notes
Indenture; and (c) U.S.$[] in respect of fees, reasonable costs and expenses incurred or
estimated to be incurred under the Senior Secured Notes and the Senior Secured Notes Indenture;
which amounts are secured by the Notes Liens (the Senior Secured Notes Claim). As of the
Petition Date, the Senior Secured Notes Claim (a) constitutes the legal, valid, binding and
unavoidable obligation of the Debtors, enforceable in accordance with the terms of the Finance
Agreements and applicable law (except as subject to the stay of enforcement arising under
Pg 207 of 648
7
section 362 of the Bankruptcy Code), and (b) is not, and shall not be, subject to any attack,
objection, recoupment, avoidance, disallowance, disgorgement, reductions, setoff, offset,
recharacterization, reclassification, recovery, attachment, impairment, subordination (whether
equitable, contractual or otherwise), counterclaims, cross-claims, defenses or any other
challenges of any kind or nature under the Bankruptcy Code or any other applicable law or
regulation.
(vii) The Notes Liens (a) constitute valid, binding, enforceable, nonavoidable,
and properly perfected liens on the Prepetition Collateral that, prior to entry of this Interim
Order, were senior in priority over any and all other liens on the Prepetition Collateral; (b) are
not subject to attack, objection, recoupment, avoidance, reductions, recharacterization,
reclassification, recovery, attachment, impairment, subordination (whether equitable, contractual
or otherwise), counterclaims, cross-claims, defenses or any other challenges under the
Bankruptcy Code or any other applicable law or regulation; and (c) are subject and subordinate
only to the Carve-Out (as defined below), the Bus Terminal Lien and liens permitted under the
Finance Agreements to the extent such liens are permitted to be senior to the Notes Liens
pursuant to the terms of the Finance Agreements (the Permitted Liens).
(viii) Subject to entry of the Final Order, each of the Debtors and the Debtors
estates, each on its own behalf and on behalf of its past, present and future predecessors,
successors, heirs, subsidiaries and assigns, shall to the maximum extent permitted by applicable
law, unconditionally, irrevocably and fully forever release, remise, acquit, relinquish, waive and
discharge each of the Senior Secured Parties, in such capacities, and each of their respective
former, current and future officers, employees, directors, agents, representatives, owners,
members, partners, financial advisors, legal advisors, shareholders, managers, consultants,
Pg 208 of 648
8
accountants, advisors, attorneys, affiliates and predecessors in interest (the Releasees) of and
from any and all claims, demands, liabilities, responsibilities, disputes, remedies, causes of
action, indebtedness and obligations, rights, assertions, allegations, actions, suits, controversies,
proceedings, losses, damages, injuries, attorneys fees, costs, expenses or judgments of every
type, whether known or unknown, asserted or unasserted, suspected or unsuspected, accrued or
unaccrued, fixed, contingent, pending or threatened, including, without limitation, all legal and
equitable theories of recovery, arising under common law, statute or regulation or by contract, of
every nature and description that exist on the Petition Date relating to any of the Finance
Agreements, or the transactions contemplated thereunder, including, without limitation, (a) any
so-called lender liability or equitable subordination claims or defenses, and (b) any and all
claims and causes of action regarding the validity, priority, perfection or avoidability of the liens
or claims of the Senior Secured Parties.
F. Cash Collateral. For purposes of this Interim Order, the term Cash Collateral
shall mean and include all cash collateral as defined in section 363(a) of the Bankruptcy Code,
in which the Collateral Trustees, for the benefit of the Senior Secured Parties, have a lien or
security interest (including any adequate protection liens or security interests), in each case
whether existing on the Petition Date, arising pursuant to this Interim Order, or otherwise,
including all cash contained at any time in the accounts listed on Exhibit A annexed hereto
(collectively, the Pledged Accounts). The Debtors represent and stipulate that all of the cash,
cash equivalents, negotiable instruments, investment property, and securities in the Pledged
Accounts constitute Cash Collateral of the Collateral Trustees held for the benefit of the Senior
Secured Parties.
Pg 209 of 648
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G. After good faith, arms-length negotiations, the Debtors, the Alsacia Shareholders
and the Consenting Senior Secured Noteholders entered into that certain Restructuring and Plan
Support Agreement, dated August 31, 2014 (the RPSA), in which the parties thereto agreed to
engage in various transactions to restructure the Debtors obligations under the Finance
Agreements.
H. Use of Cash Collateral. The Debtors have an immediate and critical need to use
Cash Collateral, to operate their businesses and effectuate a reorganization of their businesses,
which will be used solely in accordance with the terms of this Interim Order and subject to the
Approved Budget (as defined below). Without the use of Cash Collateral, the Debtors would not
have sufficient liquidity to be able to continue to operate their businesses. The adequate
protection provided herein and other benefits and privileges contained herein are consistent with
and authorized by the Bankruptcy Code and are necessary in order to obtain such consent or non-
objection of certain parties, and to adequately protect the consenting and non-consenting parties
interests in the Prepetition Collateral. Absent authorization to immediately use Cash Collateral,
the Debtors estates and their creditors would suffer immediate and irreparable harm.
I. Consent to Use of Cash Collateral. The Consenting Senior Secured Noteholders
(pursuant to section 3.01(d) of the RPSA), the Collateral Trustees and the Trustee have
consented to the Debtors use of Cash Collateral solely on the terms and conditions set forth in
this Interim Order, and in accordance with the Approved Budget.
J. Sections 506(c) and 552(b). In light of the Consenting Senior Secured
Noteholders, the Trustees and the Collateral Trustees agreement to subordinate their liens and
claims to the Carve-Out, to permit the use of the Prepetition Collateral and to permit the use of
the Cash Collateral for payments made in accordance with the Approved Budget and the terms of
Pg 2l0 of 648
10
this Interim Order, subject to entry of a Final Order, the Senior Secured Parties are entitled to
(i) a waiver of any equities of the case claims under Bankruptcy Code section 552(b) and (ii) a
waiver of the provisions of Bankruptcy Code section 506(c).
K. Good Cause. Good cause has been shown for entry of this Interim Order. The
Debtors have an immediate and critical need to use Cash Collateral in order to continue to
operate their businesses in the ordinary course in accordance with the Approved Budget,
preserve the value of the Debtors businesses, and effectuate a reorganization of their businesses.
The Debtors use of Cash Collateral has been deemed sufficient to meet the Debtors immediate
postpetition liquidity needs, subject to the terms of this Interim Order and the Approved Budget.
Good, adequate and sufficient cause has, therefore, been shown for the immediate grant of the
relief sought in the Motion, as modified herein.
L. Good Faith. Based on the record before the Court, the terms of the use of the
Cash Collateral as provided in this Interim Order are fair, reasonable, are the best available under
the circumstances, have been fully disclosed, reflect the Debtors exercise of prudent business
judgment consistent with their fiduciary duties, have been negotiated at arms length and in good
faith and are in the best interests of the Debtors, their estates and their creditors.
M. Immediate Entry of Interim Order. The Debtors have requested immediate entry
of this Interim Order pursuant to Bankruptcy Rule 4001(b)(2) and (d). The permission granted
herein to use Cash Collateral is necessary to avoid immediate and irreparable harm to the
Debtors, as required by Bankruptcy Rule 6003. This Court concludes that entry of this Interim
Order is in the best interests of the Debtors estates and creditors as its implementation will,
among other things, allow for access to the liquidity necessary for the continued flow of supplies
and services to the Debtors necessary to sustain the operation of the Debtors existing businesses
Pg 2ll of 648
11
and further enhance the Debtors chance for a successful restructuring. Based upon the
foregoing findings, acknowledgements, and conclusions, and upon the record made before this
Court at the Interim Hearing, and good and sufficient cause appearing therefor:
IT IS HEREBY FOUND, DETERMINED, ORDERED, ADJUDGED AND DECREED
THAT:
1. Motion Granted. The Motion is granted on an interim basis, subject to the terms
set forth herein. Any objections to the Motion that have not previously been withdrawn or
resolved are hereby overruled on their merits. This Interim Order shall be valid, binding on all
parties in interest, and fully effective immediately upon entry notwithstanding the possible
application of Bankruptcy Rules 6004(h), 7062 and 9014.
2. Authorization to Use Cash Collateral. Subject to the terms of this Interim Order,
upon entry of this Interim Order, the Debtors are authorized to use Cash Collateral solely in
accordance with the terms, conditions, and limitations set forth in this Interim Order and the
Approved Budget (including any Permitted Variance (as defined below)). Any dispute in
connection with the use of Cash Collateral shall be heard by this Court.
3. Approved Budget.
(a) The 13-week budget annexed hereto as Exhibit B (as may be amended in
accordance with clause (b) below, the Approved Budget) hereby is approved. Cash Collateral
used under this Interim Order shall be used by the Debtors only in accordance with the Approved
Budget and this Interim Order. Subject to the Carve-Out, the Consenting Senior Secured
Noteholders consent to the Approved Budget shall not be construed as consent to the use of any
Cash Collateral or other Prepetition Collateral beyond the Termination Date (as defined below),
regardless of whether the aggregate funds shown on the Approved Budget have been expended.
Pg 2l2 of 648
12
(b) Upon the written consent of a majority in principal amount of the
outstanding Senior Secured Notes held by the Consenting Senior Secured Noteholders as of the
date on which such consent is requested (the Requisite Consenting Senior Secured
Noteholders), and the Debtors, and without further order of the Court, the Approved Budget
may be amended from time to time. The Debtors shall provide a copy of any revised budget to
counsel to the United States Trustee and the Committee, if any.
4. Permitted Variance. Notwithstanding the Approved Budget, so long as the
Termination Date shall not have occurred, the Debtors shall be authorized to use Cash Collateral
in accordance with the Approved Budget, in an amount that would not cause the Debtors to use
Cash Collateral for operating disbursements in an aggregate amount greater than one-hundred
and fifteen percent (115%) of the operating disbursements in the Approved Budget for any
calendar month period (a Permitted Variance). If the aggregate amount of Cash Collateral
actually used by the Debtors, measured on a monthly basis, is less than the aggregate amount of
Cash Collateral available for use by the Debtors in the Approved Budget during such period,
then for purposes of the Permitted Variance, the Debtors may carry over any such unused
amount to the future periods in the Approved Budget.
5. Adequate Protection. The Senior Secured Parties are entitled, pursuant to sections
361, 363(c)(2) and 363(e) of the Bankruptcy Code, to adequate protection of their interests in the
Prepetition Collateral, including the Cash Collateral, for and to the extent of any diminution in
the value of the Senior Secured Parties interests in the Prepetition Collateral during the Chapter
11 Cases, including, without limitation, any such diminution during the Chapter 11 Cases
resulting from the sale, lease or use by the Debtors (or other decline in value) of Cash Collateral
and the other Prepetition Collateral and the imposition of the automatic stay pursuant to section
Pg 2l3 of 648
13
362 of the Bankruptcy Code. The Debtors will provide the following adequate protection
(collectively, the Adequate Protection Obligations), subject to the Carve-Out, the Bus
Terminal Lien and the Permitted Liens in all respects:
(a) Adequate Protection Liens. As security for the Adequate Protection
Obligations, effective as of the Petition Date, the following security interests and liens are hereby
granted to the Collateral Trustees for its own benefit and the benefit of the other Senior Secured
Parties (all property identified in clauses (i) through (iv) below being collectively referred to as
the Collateral), subject only to the Carve-Out, the Bus Terminal Lien and the Permitted Liens
(all such liens and security interests, the Adequate Protection Liens):
(i) valid, binding, continuing, enforceable, non-avoidable and fully-perfected,
first-priority post-petition security interests in and liens all of the Debtors rights in
tangible and intangible assets, including, without limitation, (x) the Prepetition Collateral
and (y) all other prepetition and post-petition property of the Debtors estates, and all
products and proceeds thereof, whether existing on or as of the Petition Date or thereafter
acquired, that is not subject to (1) valid, perfected, non-avoidable and enforceable liens in
existence on or as of the Petition Date or (2) valid and unavoidable liens in existence
immediately prior to the Petition Date that are perfected after the Petition Date as
permitted by section 546(b) of the Bankruptcy Code (collectively, the Unencumbered
Property), including, without limitation, any and all unencumbered cash, accounts
receivable, other rights to payment, inventory, general intangibles, contracts, servicing
rights, servicing receivables, securities, chattel paper, owned real estate, real property
leaseholds, fixtures, machinery, equipment, deposit accounts, patents, copyrights,
trademarks, tradenames, rights under license agreements and other intellectual property,
Pg 2l4 of 648
14
claims and causes of action, and the proceeds of all of the foregoing, provided that the
Unencumbered Property shall not include causes of action under sections 544, 545, 547,
548 or 550 of the Bankruptcy Code (collectively, the Avoidance Actions) or proceeds
thereof, but upon the entry of a Final Order, the Unencumbered Property shall include,
and the Adequate Protection Liens shall attach to, any proceeds or property recovered in
respect of any Avoidance Action;
(ii) valid, binding, continuing, enforceable, non-avoidable and fully-perfected,
junior priority security interests in and post-petition liens on all tangible and intangible
assets, including, without limitation, all prepetition and post-petition property of the
Debtors estates, and all products and proceeds thereof, whether now existing or hereafter
acquired (other than the property described in clause (i) or (iii) of this paragraph 5), that
is subject to (x) valid, perfected and unavoidable liens in existence immediately prior to
the Petition Date or (y) valid and unavoidable liens in existence immediately prior to the
Petition Date that are perfected after the Petition Date as permitted by section 546(b) of
the Bankruptcy Code, which valid, perfected and unavoidable liens are senior in priority
to the security interests and liens in favor of the Collateral Trustees;
(iii) valid, binding, continuing, enforceable, non-avoidable and fully-perfected,
first-priority post-petition security interests in and liens on all tangible and intangible
assets, including, without limitation, all prepetition and post-petition property of the
Debtors estates, and all products and proceeds thereof, whether now existing or hereafter
acquired; provided, that such security interests and liens shall not prime (x) any valid,
perfected and unavoidable liens and security interests in existence immediately prior to
the Petition Date that are held by or granted to any person other than the Collateral
Pg 2l5 of 648
15
Trustees or (y) valid and unavoidable liens and security interests in existence
immediately prior to the Petition Date that are perfected after the Petition Date as
permitted by section 546(b) of the Bankruptcy Code and that are held by or granted to
any person other than the Collateral Trustees; and
(b) 507(b) Claims. Subject to the Carve-Out, the Collateral Trustees, for their
own benefit and the benefit of the other Senior Secured Parties, are hereby granted an allowed
superpriority administrative expense claim (the 507(b) Claims) pursuant to Bankruptcy Code
section 507(b) on account of the Adequate Protection Obligations, which claim shall have
priority over any and all administrative expenses and all other claims asserted against the
Debtors, now existing or hereafter arising of any kind whatsoever, including all other
administrative expenses of the kind specified in Bankruptcy Code sections 503(b) and 507(b),
and over any and all other administrative expenses or other claims arising under any other
provision of the Bankruptcy Code, including sections 105, 326, 327, 328, 330, 331, 503(b),
507(a), 507(b), 726, 1113 or 1114, whether or not such expenses or claims may become secured
by a judgment lien or other non-consensual lien, levy or attachment.
(c) Continued Accrual of Interest. Except as set forth in paragraph 19,
nothing contained in this Interim Order shall limit the continued accrual of interest (at the
applicable contract rate set forth in the Senior Secured Notes Indenture), which interest shall
continue to accrue from and after the Petition Date through the date of payment, in full, of the
Senior Secured Notes Claim in accordance with applicable law.
(d) Payment of Fees and Expenses. Without the need for further order of the
Court or the need to file any fee applications with respect thereto, the Debtors shall pay all
reasonable and documented (in customary detail, redacted for privilege and work product) fees
Pg 2l6 of 648
16
and expenses (including reasonable attorneys fees and expenses) incurred (i) under the Finance
Agreements by the Trustee and the Collateral Trustees and (ii) by Akin Gump Strauss Hauer &
Feld LLP, Carey & Cia Ltda., Blackstone Advisory Partners L.P and Mr. Pablo Rodrguez (each
as advisors to the Ad Hoc Group and collectively, the Ad Hoc Group Advisors) in accordance
with the terms of the agreements entered into with such firms or individuals.
(e) Rights of Access and Information. The Ad Hoc Group Advisors shall have
the same rights of access and information as set forth in Section 3.02(a)(v) of the RPSA;
provided, that, to the extent there is a disagreement with respect to requested access or
information, no Event of Default (as defined below) shall occur hereunder prior to the Courts
determination of the reasonableness of such request.
6. Perfection of Adequate Protection Liens. The Trustee, on behalf of itself and the
Senior Secured Noteholders, and the Collateral Trustees, on behalf of themselves and the other
Senior Secured Parties, are hereby authorized, but not required, to file or record financing
statements, patent filings, trademark filings, copyright filings, mortgages, notices of lien or
similar instruments in any jurisdiction, or take possession of or control over assets, or take any
other action, in each case, in order to validate and perfect the liens and security interests granted
to them hereunder. Whether or not the Trustee and the Collateral Trustees shall, in their
discretion, choose to file such financing statements, patent filings, trademark filings, copyright
filings, mortgages, notices of lien or similar instruments, or take possession of or control over, or
otherwise confirm perfection of the liens and security interests granted to them hereunder, such
liens and security interests shall be deemed valid, perfected, allowed, enforceable, non-avoidable
and not subject to challenge dispute or subordination, at the time and on the date of entry of the
Interim Order.
Pg 2l7 of 648
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7. Termination of Cash Collateral Usage.
(a) The Debtors right to use the Cash Collateral shall terminate immediately
upon the earlier of (i) thirty (30) days after the Petition Date (unless such period is extended by
mutual agreement of the Requisite Consenting Senior Secured Noteholders and the Debtors) if
the Final Order has not been entered by this Court on or before such date, and (ii) five (5)
calendar days following delivery of written notice (the Default Notice and such time period,
the Default Notice Period) by counsel to the Ad Hoc Group to the Debtors, the United States
Trustee, the Committee (if any) and any other official committee appointed in the Chapter 11
Cases of the occurrence of an Event of Default hereunder unless such Event of Default has been
cured during the Default Notice Period (the occurrence of (i) or (ii), the Termination Date).
(b) The Debtors authority to use Cash Collateral shall automatically
terminate upon the occurrence of the Termination Date, unless waived in writing by the
Requisite Consenting Senior Secured Noteholders, all without further order of the Court. Upon
the occurrence of the Termination Date, the Senior Secured Parties shall have all rights and
remedies provided in this Interim Order, in the Finance Agreements, and under applicable law.
Notwithstanding anything herein or the occurrence of the Termination Date, all of the rights,
remedies, benefits, and protections provided to the Senior Secured Parties in this Interim Order
shall survive the Termination Date.
8. Events of Default. The occurrence of any of the following events, unless waived
by the Collateral Trustees (as directed by the Requisite Consenting Senior Secured Noteholders)
or the Requisite Consenting Senior Secured Noteholders, shall constitute an event of default
(each, an Event of Default):
(a) termination of the RPSA;
Pg 2l8 of 648
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(b) to the extent that an order approving the Debtors assumption of the RPSA
has not been entered by the Bankruptcy Court within ten (10) days after the Petition Date, or has
not become a final non-appealable order within twenty-four (24) days after the Petition Date;
(c) the Debtors failure to comply with any of the terms or conditions of this
Interim Order, which failure continues unremedied for five (5) business days following written
notice by counsel to the Ad Hoc Group of such failure;
(d) the entry of any order reversing, amending, supplementing, staying,
vacating or otherwise modifying this Interim Order;
(e) prior to repayment in full (or such other treatment as provided under an
order confirming the Plan (as defined below)) of all Adequate Protection Obligations and the
Prepetition Obligations, the Debtors seek approval of, or any order is entered granting, any
postpetition liens or security interests other than (i) those granted pursuant to this Interim Order,
(ii) carriers, mechanics, warehousemens, repairmens, or other similar liens arising in the
ordinary course of business, and (iii) deposits to secure the payment of any postpetition statutory
obligations, performance bonds and other obligations of a like nature incurred in the ordinary
course of business;
(f) termination of the Debtors exclusive periods under Bankruptcy Code
section 1121(d);
(g) the date on which the Debtors produce a budget variance report, notice or
other reporting showing that they have failed to comply with the Approved Budget (including
any Permitted Variance);
(h) the dismissal or conversion of any or all of the Chapter 11 Cases, the
appointment or election of a trustee or an examiner with expanded powers in any or all of the
Pg 2l9 of 648
19
Chapter 11 Cases, or the application by the Debtors for or consent or non-objection to any such
appointment;
(i) the entry of an order granting relief from the automatic stay under
Bankruptcy Code section 362 to the holder or holders of any security interest to permit
foreclosure (or the granting of a deed in lieu of foreclosure or the like) on any of the Debtors
assets having an aggregate value in excess of $2,500,000;
(j) the occurrence of any Consenting Party Termination Event (as such term
is defined in the RPSA) set forth in Section 5.01 of the RPSA to the extent not duplicative of the
Events of Default set forth herein, regardless of whether the RPSA has previously been
terminated;
(k) the termination of any concession agreement without the prior written
consent of the Requisite Consenting Senior Secured Noteholders; or
(l) a plan other than the Plan shall be confirmed in the Chapter 11 Cases that
does not provide for the indefeasible payment in full of the Adequate Protection Obligations.
9. Remedies After Event of Default. Upon the expiration of seven (7) calendar days
after the delivery of a Default Notice (such period, the Extended Default Notice Period) by
electronic mail and hand delivery to counsel for the Debtors, the United States Trustee, counsel
to the Committee (if any) and any other official committee appointed in the Chapter 11 Cases,
the automatic stay provisions of Bankruptcy Code section 362 shall be deemed vacated and
modified to the extent necessary to permit the Senior Secured Parties to exercise, after the
occurrence of the Termination Date, all rights and remedies against the Collateral provided for in
the applicable Finance Agreements and this Interim Order and to take any or all of the following
actions without further order of or application to this Court: (a) declare all Adequate Protection
Pg 220 of 648
20
Obligations owed to the Senior Secured Parties to be immediately due and payable; (b) set off
and apply immediately any and all amounts in accounts maintained by the Debtors with the
Collateral Trustees against the Adequate Protection Obligations and Prepetition Obligations
owed to the Senior Secured Parties and otherwise enforce rights against the Collateral for
application towards the Adequate Protection Obligations and the Senior Secured Notes Claim;
(c) take any and all actions necessary to take control of all Cash Collateral; and (d) take any other
actions or exercise any other rights or remedies permitted under the Finance Agreements, this
Interim Order or applicable law to effect the repayment and satisfaction of the Adequate
Protection Obligations and the Senior Secured Notes Claim. Unless this Court orders otherwise
during the Extended Default Notice Period, the automatic stay under Bankruptcy Code section
362 shall be automatically terminated at the end of the Extended Default Notice Period, without
further notice or order of this Court and the Senior Secured Parties shall be permitted to exercise
all rights and remedies set forth in this Interim Order and the Finance Agreements, and as
otherwise available at law without further order or application to this Court, and without
restriction or restraint by any stay under Bankruptcy Code section 362 or 105. The rights and
remedies of the Senior Secured Parties specified herein are cumulative and not exclusive of any
rights or remedies that they may otherwise have. In connection with (a) the exercise of their
respective rights and remedies under this Interim Order or (b) otherwise in respect of the Chapter
11 Cases, in no event shall the Senior Secured Parties be subject to the equitable doctrine of
marshaling or any similar doctrine with respect to the Collateral. No delay or failure to
exercise rights and remedies under the Finance Agreements or this Interim Order shall constitute
a waiver of the Collateral Trustees or any other Senior Secured Partys rights hereunder,
thereunder or otherwise.
Pg 22l of 648
21
10. Preservation of Rights.
(a) Except with respect to the Carve-Out, the Bus Terminal Loan and the Permitted
Liens, no claim or lien having a priority superior to or pari passu with those granted by this
Interim Order to the Senior Secured Parties shall be granted or allowed while any portion of the
Prepetition Obligations or the Adequate Protection Obligations remain outstanding, and the
Adequate Protection Liens shall not be (i) subject or junior to any lien or security interest that is
avoided and preserved for the benefit of the Debtors estates under Bankruptcy Code section 551
or (ii) subordinated to or made pari passu with any other lien or security interest, whether under
Bankruptcy Code section 364(d) or otherwise.
(b) If an order dismissing any of the Chapter 11 Cases under Bankruptcy Code
section 1112 or otherwise is at any time entered, such order shall provide (in accordance with
Bankruptcy Code sections 105 and 349) that (i) subject to paragraph 13 of this Interim Order, the
507(b) Claims and Adequate Protection Liens granted to the Senior Secured Parties pursuant to
this Interim Order shall continue in full force and effect and shall maintain their priorities as
provided in this Interim Order until all Prepetition Obligations and Adequate Protection
Obligations shall have been indefeasibly paid and satisfied in full (and that such 507(b) Claims
and Adequate Protection Liens, shall, notwithstanding such dismissal, remain binding on all
parties in interest) and (ii) to the greatest extent permitted by applicable law, this Court shall
retain jurisdiction, notwithstanding such dismissal, for the purposes of enforcing the claims, liens
and security interests referred to in clause (i) above.
(c) If any or all of the provisions of this Interim Order are hereafter reversed,
modified, vacated or stayed, such reversal, modification, vacatur or stay shall not affect (i) the
validity of any Prepetition Obligations or Adequate Protection Obligations incurred prior to the
Pg 222 of 648
22
actual receipt of written notice by the Senior Secured Parties of the effective date of such
reversal, modification, vacatur or stay or (ii) the validity or enforceability of any lien or priority
authorized or created hereby or pursuant to the Finance Agreements. Notwithstanding any such
reversal, modification, vacatur or stay or any use of Cash Collateral or Adequate Protection
Obligations incurred by the Debtors to the Senior Secured Parties, prior to the actual receipt of
written notice by the Senior Secured Parties, the effective date of such reversal, modification,
vacation or stay shall be governed in all respects by the original provisions of this Interim Order,
and the Senior Secured Parties shall be entitled to all the rights, remedies, privileges and benefits
granted in Bankruptcy Code section 363(m), this Interim Order and pursuant to the Finance
Agreements with respect to all uses of Cash Collateral and proceeds thereof and the Adequate
Protection Obligations.
(d) Except as expressly provided in this Interim Order, including paragraph 19 below,
the 507(b) Claims, the Adequate Protection Liens and the Adequate Protection Obligations
granted hereunder, and all other rights and remedies of the Senior Secured Noteholders, the
Trustee and the Collateral Trustees, shall survive, and shall not be modified, impaired or
discharged by (i) the entry of an order converting any of the Chapter 11 Cases to a case under
chapter 7, dismissing any of the Chapter 11 Cases, terminating the joint administration of these
Chapter 11 Cases or by any other act or omission, (ii) the entry of an order approving the sale of
any Collateral pursuant to Bankruptcy Code section 363(b) (without the prior written consent of
the Requisite Consenting Senior Secured Noteholders) or (iii) the entry of an order confirming a
chapter 11 plan in any of the Chapter 11 Cases. Except as provided in paragraph 19, the terms
and provisions of this Interim Order shall continue in these Chapter 11 Cases, in any successor
cases if these Chapter 11 Cases cease to be jointly administered, or in any superseding chapter 7
Pg 223 of 648
23
cases under the Bankruptcy Code, and the 507(b) Claims, all other rights and remedies of the
Senior Secured Noteholders, the Trustee and the Collateral Trustees, and the Adequate
Protection Liens granted by the provisions of this Interim Order shall continue in full force and
effect until the Adequate Protection Obligations are indefeasibly paid in full.
(e) Entry of this Interim Order shall be without prejudice to, and does not constitute a
waiver, expressly or implicitly, of any of the Senior Secured Parties unqualified right, pursuant
to Bankruptcy Code section 363(k) or 1129(b)(2)(B) or otherwise in accordance with applicable
law, to credit bid the Prepetition Obligations, in whole or in part, in connection with any sale or
disposition of the Collateral, whether under section 363 of the Bankruptcy Code, a chapter 11
plan of reorganization, or a sale or disposition by a chapter 7 trustee for any Debtor.
11. Restriction on Use of Cash Collateral.
(a) From and after the Petition Date until entry of a Final Order, no
Prepetition Collateral or proceeds thereof, including without limitation any of the Debtors
existing or future Cash Collateral, shall directly or indirectly be used for any payments, expenses
or disbursements of the Debtors except for (i) those payments, expenses and/or disbursements
that are expressly permitted under this Interim Order or other order entered by this Court (with
the consent of the Requisite Consenting Senior Secured Noteholders) and in all cases which are
consistent with the Approved Budget; (ii) compensation and reimbursement of fees and expenses
payable pursuant to Bankruptcy Code sections 330 and 331 to professionals or professional firms
retained by the Debtors pursuant to Bankruptcy Code sections 327, 328, 330, 331, or 503 (the
Debtor Professionals) and permitted and awarded pursuant to an order of this Court, subject to
an aggregate cap of $2,500,000 (the Debtor Professional Fee Cap); and (iii) compensation and
reimbursement of fees and expenses not to exceed $250,000 (the Committee Professional Fee
Pg 224 of 648
24
Cap), which are payable pursuant to Bankruptcy Code sections 330 and 331 and payable to any
professionals retained by the Committee (the Committee Professionals), if any, and permitted
or awarded pursuant to an order of this Court; provided, however, that the foregoing shall not be
construed as consent to the allowance of any of the amounts referred to in the preceding clauses
(ii) or (iii) and shall not affect the right of any party in interest to object to the allowance and
payments of any such amounts.
(b) Subject to the Carve-Out and entry of a Final Order, no administrative
expense claims, including fees and expenses of professionals, shall be charged, assessed against
or recovered from the Prepetition Collateral or Cash Collateral or attributed to the Collateral
Trustees with respect to its interest in the Prepetition Collateral or Cash Collateral pursuant to the
provisions of Bankruptcy Code section 506(c) or any similar principle of law, through or on
behalf of the Debtors, without the prior written consent of the Requisite Consenting Senior
Secured Noteholders and the Collateral Trustees, and no such consent shall be implied from any
action, inaction or acquiescence by, either with or without notice to, counsel to the Ad Hoc
Group, the Consenting Senior Secured Noteholders, the Trustee and the Collateral Trustees.
Except as set forth herein, the Senior Secured Parties have not consented or agreed to the use of
the Prepetition Collateral or the Collateral and nothing contained herein shall be deemed a
consent by the Senior Secured Parties to any charge, lien, assessment or claim against the
Prepetition Collateral or the Collateral.
(c) No Prepetition Collateral or proceeds thereof, Cash Collateral, or any
portion of the Carve-Out may be used directly or indirectly by the Debtors, any official
committee appointed in these Chapter 11 Cases, including the Committee, any trustee appointed
in the Chapter 11 Cases or any successor cases, or any other person, party or entity to (i) object,
Pg 225 of 648
25
contest, or raise any defense to the validity, perfection, priority, extent, amount or enforceability
of the Senior Secured Notes Claim or the Notes Liens or any action purporting to do any of the
foregoing; (ii) assert or prosecute any Claims and Defenses (as defined below) or any other
claims or causes of action against the Senior Secured Parties or their respective predecessors-in-
interest, agents, affiliates, directors, officers, representatives, attorneys, or advisors; (iii) prevent,
hinder, or otherwise delay the Senior Secured Parties assertion, enforcement, or realization on
the Senior Secured Notes Claims, the Prepetition Collateral (including Cash Collateral), the
Notes Liens, the 507(b) Claims, the Adequate Protection Liens or any other Adequate Protection
Obligations in accordance with the Interim Order; (iv) seek to modify any of the rights granted to
the Senior Secured Parties hereunder; (v) apply to the Court for authority to grant liens on the
Collateral or any portion thereof that are senior to, or on parity with, or junior to, the Adequate
Protection Liens or Notes Liens, or (vi) to pay indebtedness outside the ordinary course of
business without the prior consent of the Requisite Consenting Senior Secured Noteholders;
provided, however, that up to $100,000 of Cash Collateral in the aggregate may be used to pay
the allowed fees and expenses of counsel retained by the Committee, if any, incurred directly in
the investigation (but not the prosecution) of the Claims and Defenses (as those terms are defined
in paragraph 13(a) hereof) (the Committee Expense Cap); provided, that, for the avoidance of
doubt, no amounts incurred by the Committee in excess of the Committee Expense Cap shall be
allowed under Bankruptcy Code sections 503(b), 330, 331 or other provisions of the Bankruptcy
Code unless such amounts are incurred in connection with the successful prosecution of a Claim
or Defense and, in such case, only to the extent of the benefit derived for the Debtors estates
from such successful prosecution.
Pg 226 of 648
26
12. Carve-Out. For purposes of this Interim Order, the Carve-Out shall mean the
sum of (i) any fees required to be paid to the Clerk of the Court and to the Office of the United
States Trustee pursuant to 28 U.S.C. 1930(a)(6) (and any applicable interest relating thereto);
(ii) the reasonable fees and expenses up to $100,000 incurred by a trustee appointed in the
Debtors cases under section 726(b) of the Bankruptcy Code; (iii) fees incurred prior to the
Termination Date in an amount not to exceed the Debtor Professional Fee Cap and the
Committee Professional Fee Cap less any amount already paid to the Debtor Professionals and
the Committee Professionals, respectively, to the extent allowed at any time by the Court,
whether by interim order, procedural order or otherwise; and (iv) fees and expenses of the Debtor
Professionals in an aggregate amount not to exceed $750,000 (the Termination Carve-Out),
which are incurred on and after the Termination Date, provided such fees and expenses are
allowed by the Court, each subject to the rights of any party in interest to object to the allowance
of any such fees and expenses. For the avoidance of doubt, and without limiting the foregoing,
so long as the Termination Date shall not have occurred, (i) the Debtors are authorized, subject to
applicable court orders, to pay any expense that falls within the Carve-Out; and (ii) Cash
Collateral may be used for (x) payment of fees and expenses of the Debtor Professionals and the
Committee Professionals up to the Debtor Professional Fee Cap and the Committee Professional
Fee Cap, respectively, each as allowed and payable under Bankruptcy Code sections 330 and
331, (y) payments contemplated to be made pursuant to first day orders and (z) payments
otherwise agreed to by the Requisite Consenting Senior Secured Noteholders, provided,
however, that in each case such payments shall be in accordance with the Approved Budget or
otherwise in accordance with this Interim Order.

Pg 227 of 648
27
13. Challenge Period.
(a) No Collateral or Prepetition Collateral (including Cash Collateral) may be
used to pay, any claims for services rendered by any Debtor Professionals (or any successor
trustee or other estate representative in the Chapter 11 Cases or any successor cases), any
creditor or party in interest, any official committee or any other party in connection with the
assertion of or joinder in any claim, counterclaim, action, proceeding, application, motion,
investigation, objection, defense or other contested matter against the Senior Secured Parties in
connection with (i) invalidating, setting aside, avoiding, subordinating, recharacterizing, or
challenging, in whole or in part, any claims or liens arising under or with respect to the Finance
Agreements, the Senior Secured Notes Claim, the Notes Liens, the Collateral, or the Prepetition
Collateral, or (ii) preventing, hindering, or delaying, whether directly or indirectly, the Senior
Secured Parties assertions or enforcement of their liens, security interests, or realization upon
any of the Collateral or the Prepetition Collateral. Notwithstanding anything herein to the
contrary, the Committee shall have until the earlier of (i) five (5) business days prior to the date
first set for a confirmation hearing in the Chapter 11 Cases and (ii) sixty (60) days after the entry
of the Final Order (the Challenge Period) to investigate the validity, perfection, enforceability,
and extent of the Prepetition Obligations and Notes Liens and any potential claims of the
Debtors estates against the Senior Secured Parties in respect of the Senior Secured Notes Claim,
the Notes Liens, or any other claims, causes of action, or defenses under chapter 5 of the
Bankruptcy Code or any other claims and causes of action (all such claims, defenses and other
actions described in this paragraph are collectively defined as Claims and Defenses).
(b) Any Claim or Defense must be made by a party in interest with standing
who timely and properly commences an adversary proceeding on or before the expiration of the
Pg 228 of 648
28
Challenge Period. If no such action is properly filed on or before the expiration of the Challenge
Period, all holders of claims and interests as well as other parties in interest shall be forever
barred from bringing or taking any such action, and the Debtors stipulations made herein and
the release set forth in this Interim Order shall be binding on all parties in interest, including any
chapter 7 trustee or chapter 11 trustee appointed (or elected) for any of the Debtors. If such an
action is timely and properly brought, any claim or action that is not brought shall be forever
barred.
(c) Nothing in this Interim Order vests or confers on any committee
(including the Committee) or any other party standing or authority to bring, assert, commence,
continue, prosecute, or litigate any cause of action belonging to the Debtors or their estates,
including without limitation the Claims and Defenses.
14. Cash Management. The Consenting Senior Secured Noteholders, the Collateral
Trustees and the Trustee acknowledge consent to the Debtors use of a cash management system
that is consistent with the cash management system described in the Debtors first day motion
to approve its cash management system.
15. Equities of the Case. Subject to and effective upon entry of the Final Order and in
light of the subordination of its liens to the Carve-Out, the Senior Secured Parties shall be
entitled to all benefits of Bankruptcy Code section 552(b), and the equities of the case
exception under Bankruptcy Code section 552(b) shall not apply to the Senior Secured Parties
with respect to the proceeds, product, offspring, or profits of any of its Collateral.
16. Collateral Rights. If the Collateral Trustees, Trustee or Senior Secured
Noteholders shall at any time exercise any of their rights and remedies hereunder or under
applicable law in order to effect payment or satisfaction of the Adequate Protection Obligations
Pg 229 of 648
29
or the Senior Secured Notes Claims, or to receive any amounts or remittances due hereunder,
including, foreclosing upon and selling all or a portion of the Collateral (all solely to the extent
not inconsistent with the requirements of this Interim Order), the Collateral Trustees and the
Consenting Senior Secured Noteholders shall have the right without any further action or
approval of this Court to exercise such rights and remedies as to all or such part of the Collateral
as the Collateral Trustees, the Trustee or the Requisite Consenting Senior Secured Noteholders
may determine. No holder of a lien shall be entitled to object on the basis of the existence of
such lien to the exercise by the Collateral Trustees, the Trustee or the Senior Secured
Noteholders of their respective rights and remedies under this Interim Order or other applicable
law to effect satisfaction of the Senior Secured Notes Claim or Adequate Protection Obligations
or to receive any amounts or remittances due hereunder. All proceeds and payments delivered to
the Collateral Trustees pursuant to this paragraph 16 may be applied to the Senior Secured Notes
Claim or Adequate Protection Obligations, and in no event shall the Senior Secured Parties be
subject to the equitable doctrine of marshaling or any other similar doctrine with respect to any
such collateral or otherwise.
17. Trustees and Collateral Trustees Authorization. For the avoidance of doubt and
notwithstanding any provision of the Finance Agreements, the Trustee and the Collateral
Trustees are hereby authorized to make any and all account transfers requested by the Debtors in
accordance with the Approved Budget, and are further authorized to take any other action they
deem reasonably necessary to implement the terms of this Interim Order.
18. Limitation of Liability. In permitting the use of Cash Collateral or in exercising
any rights or remedies as and when permitted pursuant to this Interim Order, the Senior Secured
Parties shall not be deemed to be in control of the operations of the Debtors or to be acting as a
Pg 230 of 648
30
responsible person or owner or operator with respect to the operation or management of the
Debtors (as such terms, or any similar terms, are used in the United States Comprehensive
Environmental Response, Compensation and Liability Act, 29 U.S.C. 9601 et seq. as
amended, or any similar federal or state statute), nor shall they owe any fiduciary duty to any of
the Debtors, their creditors or estates, or shall constitute or be deemed to constitute a joint
venture or partnership with any of the Debtors. Furthermore, nothing in this Interim Order shall
in any way be construed or interpreted to impose or allow the imposition upon the Senior
Secured Parties of any liability for any claims arising from the prepetition or postpetition
activities of any of the Debtors and their respective affiliates (as defined in section 101(2) of the
Bankruptcy Code).
19. Consummation of the Plan. Upon consummation of the plan of reorganization
filed on the Petition Date (as it may be modified in accordance with the RPSA, the Plan), (a)
the Senior Secured Notes Claim shall receive the treatment provided for under the Plan, with
security interests as provided by the New Notes and the Collateral Documents (each as defined
in the Plan), (b) all liens granted pursuant to this Interim Order shall be released and (c) the
Senior Secured Parties shall have no rights under section 507(b) of the Bankruptcy Code, other
than the payment of fees and expenses in accordance with the RPSA and the Plan, as applicable.
20. Successors and Assigns. The provisions of this Interim Order shall be binding
upon the Debtors, the Senior Secured Parties, and each of their respective successors and assigns,
and shall inure to the benefit of the Debtors, the Senior Secured Parties and each of their
respective successors and assigns including, without limitation, any trustee, responsible officer,
estate administrator or representative, or similar person appointed in a case for the Debtors under
any chapter of the Bankruptcy Code. The provisions of this Interim Order shall also be binding
Pg 23l of 648
31
on all of the Debtors creditors, equity holders, and all other parties in interest including any
official committee appointed in the Chapter 11 Cases.
21. No Modification of Interim Order. The Debtors irrevocably waive any right to
seek any amendment, modification or extension of this Interim Order without the prior written
consent of the Collateral Trustees and the Requisite Consenting Senior Secured Noteholders and
no such consent shall be implied by any action, inaction or acquiescence of the Collateral
Trustees, the Trustee or the Consenting Senior Secured Noteholders.
22. No Waiver. This Interim Order shall not be construed in any way as a waiver or
relinquishment of any rights that any Senior Secured Party may have to bring or be heard on any
matter brought before this Court.
23. Rights Preserved. Notwithstanding anything herein to the contrary, the entry of
this Interim Order is without prejudice to, and does not constitute a waiver of, expressly or
implicitly (a) the right of the Collateral Trustees and the Requisite Consenting Senior Secured
Noteholders to seek any other or supplemental relief in respect of the Debtors, including the right
to seek additional adequate protection, (b) any rights of the Senior Secured Parties under the
Bankruptcy Code or applicable nonbankruptcy law or (c) any rights of the Senior Secured Parties
under the Finance Agreements. Nothing contained herein shall be deemed a finding by the Court
or an acknowledgement by the Senior Secured Parties that the adequate protection granted herein
does in fact adequately protect the Senior Secured Parties against any diminution in value of
their interests in the Prepetition Collateral.
24. No Waiver by Failure to Seek Relief. The delay or failure of any Senior Secured
Party to seek relief or otherwise exercise its rights and remedies under this Interim Order, the
Pg 232 of 648
32
Finance Agreements, or applicable law, as the case may be, shall not constitute a waiver of any
of the rights thereunder, or otherwise of any Senior Secured Parties.
25. Priority of Terms. To the extent of any conflict between or among (a) the Motion,
any other order of this Court, or any other agreements, on the one hand; and (b) the terms and
provisions of this Interim Order, on the other hand, the terms and provisions of this Interim
Order shall govern.
26. No Third Party Beneficiary. Except as explicitly set forth herein, no rights are
created hereunder for the benefit of any third party, any creditor or any direct, indirect or
incidental beneficiary.
27. Final Hearing Date. The Final Hearing to consider the entry of the Final Order
approving the relief sought in the Motion shall be held on [DATE], 2014 at ______ (as the same
may be adjourned or continued by this Court) before The Honorable [____________] at the
United States Bankruptcy Court for the Southern District of New York.
28. Adequate Notice. The Debtors shall promptly mail copies of this Interim Order,
proposed Final Order and notice of the Final Hearing to the Notice Parties, any known party
affected by the terms of the Final Order, and any other party requesting notice after the entry of
this Interim Order. Any objection to the relief sought at the Final Hearing shall be made in writing
setting forth with particularity the grounds thereof, and filed with this Court and served so as to be
actually received no later than five business (5) days prior to the Final Hearing by the following:
(a) Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, NY 10006, Attn: Lisa
M. Schweitzer, Esq. and Richard J. Cooper, Esq., counsel to the Debtors, (b) Akin Gump Strauss
Hauer & Feld LLP, One Bryant Park, Bank of America Tower, New York, NY 10036, Attn:
Pg 233 of 648
33
Daniel H. Golden, Esq. and Philip C. Dublin, Esq., counsel to the Ad Hoc Group; (c) counsel to
any statutory committee appointed in the case; and (d) the Office of the United States Trustee.
29. Entry of Interim Order; Effect. This Interim Order shall take effect and be fully
enforceable nunc pro tunc to the Petition Date immediately upon entry hereof, notwithstanding
the possible application of Bankruptcy Rules 6004(h), 7062, 9014, or otherwise, and the Clerk of
this Court is hereby directed to enter this Interim Order on this Courts docket in the Chapter 11
Cases.
30. Retention of Jurisdiction. This Court shall retain jurisdiction over all matters
pertaining to the implementation, interpretation and enforcement of this Interim Order.
31. Binding Effect of Interim Order. The terms of this Interim Order shall be binding
on any trustee appointed under chapter 7 or chapter 11 of the Bankruptcy Code.
32. Waiver of Requirement to File Proofs of Claim. The Senior Secured Parties shall
not be required to file proofs of claim with respect to the Senior Secured Notes Claim or
Adequate Protection Obligations.
Dated: __________________, 2014 ___________________________________
New York, New York United States Bankruptcy Judge

Pg 234 of 648

EXHIBIT A

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Pg 239 of 648

EXHIBIT C

DESCRIPTION OF NOTES

Pg 240 of 648

Exhibit C

Financial Projections
Pg 24l of 648
FINANCIAL PROJECTIONS
Below are consolidated projected financial projections (Projections) for the Reorganized Debtors for
the years ending December 31, 2014, 2015, 2016, 2017, 2018, 2019 and 2020 (the Projection Period).
1

The Projections assume that the Debtors receive extensions through at least October 22, 2021 based on
the right under the existing Concession Agreements to request an extension for up to three years of the
concessions, which may be granted if certain requirements are met, including that the Reorganized
Debtors bus fleet will need to meet certain emissions standards (which will require a substantial
replacement of buses of the current fleet). There can be no assurances that the Reorganized Debtors will
be able to satisfy these requirements or that an extension of the Concession Agreements will be granted.
IMPORTANT NOTE RELATING TO ASSUMPTIONS AS TO EXTENSION OF CONCESSION
AGREEMENTS
While the Projections assume an extension of the existing Concession Agreements at least through
October 22, 2021, the period of the extension, if any, that could be granted by the MTT is not known.
There can be no guarantees or assurances with respect to any extensions of the Concession
Agreements.
The terms of the New Notes permit the maturity of the New Notes to be extended if the MTT grants an
extension beyond April 22, 2021. If the MTT were to extend the Concession Agreements to a date that
occurs prior to April 21, 2021, the Reorganized Debtors would not be entitled to extend the maturity of
the New Notes beyond December 31, 2018. For purposes of these Projections, the Debtors have assumed
that the extension of the Concession Agreements will be through at least October 22, 2021. If a shorter
extension was granted by the MTT that nevertheless permitted the maturity of the New Notes to be
extended, the Projections may differ materially because the Reorganized Debtors would need to begin
winding down operations at least a year before the termination of the concessions.
The ability of the Reorganized Debtors to obtain extensions of the existing Concession Agreements is
subject to a number of factors outside of the control of the Reorganized Debtors, including the policy of
the Chilean Government and the MTT with respect to the Transantiago system, competitive and industry
factors, the availability of financing for any capital expenditures required for a concession extension and
the existence of other bidders for the concessions. Based on the terms of the existing Concession
Agreements, in order to obtain an extension of the Concession Agreements past October 2018, the
Reorganized Debtors bus fleet will need to meet certain emissions standards, which will require renewal
of a substantial portion of the Concessionaires current fleet of buses, which in turn will require financing
and/or entry into new operating leases for the new buses. Even if the MTT does award the Reorganized
Debtors with an extension of their existing Concession Agreements, this award must be legally approved
by the General Comptroller of the Republic and there is no certainty that such approval will be granted.
There is no information available on the terms of any extension of the existing Concession Agreements
(e.g., pricing, revenue adjustments and operational requirements) for the Concessionaires or the
associated fleet renewal requirements. Accordingly, the Projections assume that the extension of the
Concession Agreements will be based on the existing terms of the Concession Agreements. However,

1
For the year 2014, the Projections include the period April 1 to December 31, 2014.
Pg 242 of 648
2
there can be no guarantees or assurances that the terms of the Concession Agreements will remain the
same in the period of 2015 through 2020. Solely for ease and simplification of developing the
Projections, the existing pricing and compensation terms and assumptions of the existing Concession
Agreements were used and extended through 2020. The Projections have implicit assumptions that
reflect a proxy of cash flows based on the information to date regarding the possible economics of an
extension of the concessions. The Projections also assume that if an extension were to occur, it would
result in the deferral of some of the projected costs and capital expenditures that are shown in the early
years of the Projections to later years.
If the Concession Agreements are not extended beyond their current expiration date of October 2018, or
beyond any subsequently extended expiration date, the Reorganized Debtors would be wound down upon
expiration of the concessions. The Projections do not reflect any projected cost related to a potential
wind-down and would be materially lower in any given year when the concessions are terminated as a
result of the Reorganized Debtors incurrence of material wind-down costs such as mandatory statutory
severance payments and a material reduction in working capital assets, which may be partially offset by
sale proceeds from asset sales. The ability of the Reorganized Debtors to realize proceeds from the sale
of assets in a wind-down is subject to a number of factors, including the policy of the Chilean
Government and the MTT with respect to the Transantiago system, competitive and industry factors and
the availability of buyers for those assets. Following the wind-down of the Reorganized Debtors, the
holders of the New Notes would cease to receive any payments from the Reorganized Debtors.
NOTE RELATING TO PREPARATION OF PROJECTIONS
The Projections reflect the Debtors managements estimate of their expected consolidated financial
position, results of operations and cash flows of the Reorganized Debtors for the Projection Period, and
are presented in both millions of current Chilean pesos and millions of U.S. dollars. The Projections
reflect managements judgment of expected future operating and business conditions, which are subject to
change.
The Projections were prepared in good faith based on assumptions believed to be reasonable and applied
in a manner consistent with past practices. They should be read in conjunction with (i) the Disclosure
Statement, including any of its exhibits or incorporated references, as well as the Risk Factors set forth in
Article XI, and (ii) the assumptions, qualifications and notes set forth in this Exhibit C.
These Projections reflect the Debtors managements estimate of their expected consolidated financial
position, results of operations and cash flows of the Reorganized Debtors for the Projection Periods, and
are presented in both millions of current Chilean pesos and millions of U.S. dollars. Accordingly, the
Projections reflect managements judgment of expected future operating and business conditions, which
are subject to change. The Debtors financial advisors have relied upon the accuracy and completeness of
financial and other information furnished by the Debtors management and did not attempt to
independently audit or verify such information.
All estimates and assumptions shown within the Projections were developed by the Debtors
management. The Projections have not been audited or reviewed by independent accountants. The
assumptions disclosed herein are those that management believes to be significant to the Projections.
Although the Debtors management is of the opinion that these assumptions are reasonable under the
Pg 243 of 648
3
circumstances, such assumptions are subject to significant uncertainties, such as changes in the economy,
laws and regulations, the terms of the Concession Agreements, achievement of further extensions of the
Concession Agreements, passenger validations, fare rates, fuel rates, traffic conditions, interest rates,
inflation, and other related factors affecting the Debtors businesses. Despite efforts to foresee and plan
for the effects of changes in these circumstances, the impact cannot be predicted with certainty.
Consequently, actual financial results could vary significantly from the Projections.
The significant assumptions used in the preparation of the Projections are stated below. The Projections
assume that the Debtors will emerge from chapter 11 on December 15, 2014 (the Assumed Effective
Date).
THE PROJECTIONS, INCLUDING THE UNDERLYING ASSUMPTIONS, SHOULD BE
CAREFULLY REVIEWED IN EVALUATING THE PLAN. WHILE MANAGEMENT BELIEVES
THE ASSUMPTIONS UNDERLYING THE PROJECTIONS, WHEN CONSIDERED ON AN
OVERALL BASIS, ARE REASONABLE IN LIGHT OF CURRENT CIRCUMSTANCES AND
EXPECTATIONS, NO ASSURANCE CAN BE GIVEN THAT THE PROJECTIONS WILL BE
REALIZED AND/OR THAT CONCESSION EXTENSIONS WILL BE ACHIEVED.
UPON THE EXPIRATION OF THE EXISTING CONCESSION AGREEMENTS, AS MAY BE
EXTENDED FROM TIME TO TIME, THE REORGANIZED DEBTORS WOULD BE WOUND
DOWN. READERS ARE ENCOURAGED TO CAREFULLY REVIEW THE ASSUMPTIONS
REGARDING THE WIND-DOWN OF THE REORGANIZED DEBTORS AS SET FORTH IN NOTE
11 TO THE PROJECTIONS BELOW.
SHOULD THE CONCESSIONS NOT BE EXTENDED OR ONLY BE EXTENDED FOR A LIMITED
PERIOD, THE REORGANIZED DEBTORS WOULD BE WOUND DOWN.
THE PROJECTIONS SHOULD NOT BE REGARDED AS A REPRESENTATION OR WARRANTY
BY THE DEBTORS OR ANY OTHER PERSON, INCLUDING MANAGEMENT, AS TO THE
ACCURACY OF THE PROJECTIONS OR THAT THE PROJECTIONS WILL BE REALIZED.
THE PROJECTIONS WERE NOT PREPARED WITH A VIEW TOWARD COMPLIANCE WITH
THE GUIDELINES ESTABLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC
ACCOUNTANTS (THE AICPA), THE FINANCIAL ACCOUNTING STANDARDS BOARD (THE
FASB) OR THE RULES AND REGULATIONS OF THE SEC. FURTHERMORE, THE
PROJECTIONS HAVE NOT BEEN AUDITED, REVIEWED OR SUBJECTED TO ANY
PROCEDURES DESIGNED TO PROVIDE ANY LEVEL OF ASSURANCE BY THE DEBTORS
INDEPENDENT PUBLIC ACCOUNTANTS. THE PROJECTIONS SHOULD NOT BE REGARDED
AS A REPRESENTATION OR WARRANTY BY THE DEBTORS, OR ANY OTHER PERSON,
INCLUDING MANAGEMENT, AS TO THE ACCURACY OF THE PROJECTIONS OR THAT THE
PROJECTIONS WILL BE REALIZED. ACTUAL RESULTS MAY VARY MATERIALLY FROM
THOSE PRESENTED IN THESE PROJECTIONS.
THE DEBTORS DO NOT, AS A MATTER OF COURSE, PUBLISH OR DISCLOSE THEIR
FINANCIAL PROJECTIONS. ACCORDINGLY, THE DEBTORS DO NOT INTEND, AND
DISCLAIM ANY OBLIGATION TO, (A) FURNISH UPDATED PROJECTIONS TO HOLDERS OF
Pg 244 of 648
4
CLAIMS OR EQUITY INTERESTS AT ANY TIME IN THE FUTURE, (B) INCLUDE UPDATED
INFORMATION IN ANY DOCUMENT THAT MAY BE REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, OR (C) OTHERWISE MAKE UPDATED
INFORMATION OR PROJECTIONS PUBLICLY AVAILABLE. THESE PROJECTIONS, WHILE
PRESENTED WITH NUMERICAL SPECIFICITY, ARE NECESSARILY BASED ON A VARIETY
OF ESTIMATES AND ASSUMPTIONS, WHICH, THOUGH CONSIDERED REASONABLE BY
MANAGEMENT, MAY NOT BE REALIZED, AND ARE INHERENTLY SUBJECT TO
SIGNIFICANT BUSINESS, ECONOMIC AND COMPETITIVE UNCERTAINTIES AND
CONTINGENCIES, MANY OF WHICH ARE BEYOND THE DEBTORS CONTROL. THESE
UNCERTAINTIES INCLUDE, AMONG OTHER THINGS, THE ULTIMATE OUTCOME AND
CONTENTS OF A CONFIRMED PLAN OF REORGANIZATION AND THE TIMING OF THE
CONFIRMATION OF SUCH PLAN. THE DEBTORS CAUTION THAT NO REPRESENTATIONS
CAN BE MADE AS TO THE ACCURACY OF THESE PROJECTIONS AND RELATED
INFORMATION OR AS TO THE REORGANIZED DEBTORS ABILITY TO ACHIEVE THE
PROJECTED RESULTS. SOME ASSUMPTIONS INEVITABLY WILL NOT MATERIALIZE AND
EVENTS AND CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE DATE ON WHICH
THESE PROJECTIONS WERE PREPARED MAY BE DIFFERENT FROM THOSE ASSUMED OR
MAY BE UNANTICIPATED, AND THUS MAY AFFECT FINANCIAL RESULTS IN A MATERIAL
AND POSSIBLY ADVERSE MANNER. THE PROJECTIONS AND RELATED INFORMATION,
THEREFORE, MAY NOT BE RELIED UPON AS A GUARANTY OR OTHER ASSURANCE OF
THE ACTUAL RESULTS THAT WILL OCCUR.
The Projections
To prepare the Projections, the Debtors have assumed that: (i) the Concession Agreements will be
extended with the same key economic terms and revenue and cost assumptions to an expiration date that
occurs on or after October 22, 2021; (ii) a substantial portion of the fleet will be renewed by the
Reorganized Debtors by entering into new operating leases for the new buses; (iii) the fleet renewal
would reduce maintenance costs and improve operational performance and associated revenues (e.g.,
higher volume passenger validations and effective compensation; lower discounts and fines), and that
those revenues will offset a portion of the increased bus rental costs; and (iv) a portion of the current bus
overhaul costs will be deferred to future years as older buses are retired.
For the purposes of the Projections, given the limited information available regarding potential concession
extension terms (e.g., pricing, revenue adjustments and operational requirements) for the Concessionaires
as well as the associated fleet renewal requirements, the assumed extension for purposes of the
Projections is based on the existing terms of the Concession Agreements and does not include any
favorable or unfavorable adjustments that may be made in the future with respect to the extended
Concession Agreements. However, there can be no assurances that should the Concessionaires obtain an
extension of the concessions for any period beyond 2018 or that the terms of the Concession Agreements
will remain the same in the period of 2015 through 2020. For ease and simplification of developing the
Projections, the existing pricing and compensation terms and assumptions of the existing Concession
Agreements were used and extended through 2020. The Projections have implicit assumptions that
reflect a proxy of cash flows based on the information to date regarding the possible economics of an
extension of the concessions. The Projections also assume that if an extension were to occur, it would
Pg 245 of 648
5
result in the deferral of some of the projected costs and capital expenditures that are shown in the early
years of the Projections to later years. Please refer to the prior assumptions relating to the extension of the
Concessions Agreement.
Each of the following tables summarizes the Debtors managements projections for the fiscal years
ending December 31, 2014, 2015, 2016, 2017, 2018, 2019, and 2020. For the year 2014, the Projections
include the period April 1 to December 31, 2014. The tables below include key items from the Projected
Condensed Combined Balance Sheet, Projected Condensed Combined Statement of Operations and the
Projected Condensed Combined Statement of Cash Flows, and are presented in both millions of current
Chilean pesos and millions of U.S. dollars.

SelecLed lncome SLaLemenL, Cash llow and 8alance SheeL lLems
!"# %&''&() *+,- *+,. *+,/ *+,0 *+,1 *+,2 *+*+
(9 monLhs)
neL Sales 183,363.0 239,131.3 231,440.4 233,883.6 260,100.9 239,327.1 274,333.0
CperaLlng CosLs (148,191.3) (198,687.4) (203,437.3) (208,338.9) (213,341.7) (221,423.7) (230,018.0)
345678 9.:,0,;/ -+:---;, -0:21*;2 -.:9--;0 -/:..2;, 91:,+9;9 --:.,.;+
Worklng CaplLal (14,936.9) (3,043.3) 321.8 1,990.3 4,317.7 (1,801.2) 1,642.3
ManagemenL lee (320.3) (1,463.2) (1,648.7) (1,689.4) (1,721.6) (1,747.8) (1,778.7)
Capex (neL of advances from volvo) (3,723.3) (9,293.0) (6,024.9) (2,134.3) (663.1) 0.0 0.0
1axes ald 0.0 0.0 (2,334.2) (3,331.9) (3,377.0) (3,881.2) (6,134.3)
8esLrucLurlng lees (7,631.7) 0.0 0.0 0.0 0.0 0.0 0.0
<=>> !?@A <'(B 1:..2;+ */:/-+;- 91:+2/;2 90:2.2;, -9:9,9;* *1:/09;* 91:**-;9
CLher uebL Servlce (3,396.0) (3,643.3) (3,868.3) (3,124.6) (6,639.9) 0.0 0.0
!?@A <'(B 8C?&'?D'> E( F>=C&G> 4()H -:2/9;+ **:220;, 9-:**1;- 9-:19-;- 9/:/09;9 *1:/09;* 91:**-;9
lnLeresL ald (3,940.8) (17,606.7) (17,338.8) (16,721.8) (13,822.8) (14,330.7) (13,383.9)
rlnclpal ald (369.7) (4,214.1) (11,211.3) (12,409.8) (12,082.3) (9,132.1) (18,110.0)
Shareholder Cash Sweep 0.0 0.0 (330.1) (822.1) (1,288.9) (1,236.8) (1,640.0)
noLes Cash Sweep 0.0 0.0 (3,117.4) (4,638.7) (7,303.8) (3,770.3) (4,920.1)
Cash CeneraLed 432.3 1,176.2 1,790.3 222.0 173.4 142.9 168.3
8eglnnlng Cash 3,373.9 6,026.4 7,202.6 8,993.2 9,213.2 9,390.3 9,333.3
Lxchange LffecL 0.0 0.0 0.0 0.0 0.0 0.0 0.0
3)H&)I !?@A /:+*/;- 0:*+*;/ 1:229;* 2:*,.;* 2:92+;. 2:.99;. 2:0+,;1
new noLes 207,814.0 208,333.8 199,249.1 187,099.2 171,273.1 160,937.7 140,769.1
CLher uebL 14,462.3 12,182.0 9,469.6 6,726.0 0.0 0.0 0.0
1oLal uebL ***:*0/;9 **+:090;1 *+1:0,1;0 ,29:1*.;* ,0,:*09;, ,/+:2.0;0 ,-+:0/2;,
Pg 246 of 648
6

Notes to the Projections:
1. Net Sales: This category principally includes the Debtors revenues from passenger validations
as well as revenues from effective kilometers travelled by the Concessionaires buses. These are
referred to as variable and fixed revenues, respectively. Variable Revenue is driven by the PPT
and the passenger validations (demand) of the service. Below are the assumptions for the two
key drivers of the largest component (approximately 70%) of revenue. Revenues in the period
from 2014 to 2018 include early termination payments (RTO Payments) associated with the 2012
concessions modification.

2. Operating Costs: This category includes all of the Debtors main operating costs such as labor,
maintenance, fuel, bus rental/leases and other expenses (administrative and other operating
expenses). See Note 11 below for assumptions regarding the estimated wind-down costs of the

SelecLed lncome SLaLemenL, Cash llow and 8alance SheeL lLems
JF7 %&''&() *+,- *+,. *+,/ *+,0 *+,1 *+,2 *+*+
(9 monLhs)
neL Sales 323.3 408.6 419.4 413.3 413.3 408.3 424.3
CperaLlng CosLs (263.1) (339.3) (339.4) (339.4) (341.1) (348.4) (333.6)
345678 /*;- /2;, 1+;+ 09;1 0-;- /+;+ /1;1
Worklng CaplLal (26.3) (3.2) 0.3 3.2 7.2 (2.8) 2.3
ManagemenL lee (0.6) (2.3) (2.8) (2.8) (2.8) (2.8) (2.8)
Capex (neL of advances from volvo) (6.6) (13.9) (10.0) (3.3) (1.1) 0.0 0.0
1axes ald 0.0 0.0 (4.2) (9.0) (8.6) (9.3) (9.3)
8esLrucLurlng lees (13.3) 0.0 0.0 0.0 0.0 0.0 0.0
<=>> !?@A <'(B ,.;* -.;. /9;. /,;1 /2;* -.;, .2;,
CLher uebL Servlce (6.4) (6.2) (6.3) (3.1) (10.6) 0.0 0.0
!?@A <'(B 8C?&'?D'> E( F>=C&G> 4()H 1;1 92;9 .0;, ./;0 .1;/ -.;, .2;,
lnLeresL ald (7.0) (30.1) (29.3) (27.2) (23.3) (22.6) (20.7)
rlnclpal ald (1.0) (7.2) (18.7) (20.2) (19.3) (14.4) (28.0)
Shareholder Cash Sweep 0.0 0.0 (0.9) (1.3) (2.1) (2.0) (2.3)
noLes Cash Sweep 0.0 0.0 (3.2) (7.6) (11.7) (3.9) (7.6)
Cash CeneraLed 0.8 2.0 3.0 0.4 0.3 0.2 0.3
8eglnnlng Cash 10.1 10.3 12.3 13.0 13.0 13.0 13.0
Lxchange LffecL (0.4) (0.2) (0.3) (0.4) (0.3) (0.2) (0.3)
3)H&)I !?@A ,+;. ,*;9 ,.;+ ,.;+ ,.;+ ,.;+ ,.;+
new noLes 363.4 336.3 332.3 304.6 273.6 233.3 217.6
CLher uebL 23.3 20.8 13.8 10.9 0.0 0.0 0.0
1oLal uebL 911;0 900;, 9-1;, 9,.;. *09;/ *.9;9 *,0;/
*+,- *+,. *+,/ *+,0 *+,1 *+,2 *+*+
(9 monLhs)
valldaLlons 219,341,396 276,716,139 272,383,069 264,893,011 234,337,297 243,464,729 243,630,637
?C? change -2.7 -2.6 -1.6 -2.7 -4.0 -3.3 -0.7
1 - rlce per assenger CL 612 623 667 699 742 773 832.7
change n/a 1.7 7.2 4.7 6.2 4.2 7.7
Pg 247 of 648
7
3. Working Capital: This category includes overdue accounts payable payments and assumes a
tightening of accounts payable, as well as other changes in accounts receivable and other
accounts. The announcement of an agreement to restructure the Debtors obligations may result in
the Debtors obtaining more favorable credit terms than those assumed herein. See Note 11 below
for assumptions regarding the estimated reduction of working capital in the event of a wind-down
of the Reorganized Debtors.

4. Capital Expenditure (Capex): This category includes overhaul Capex for the motors, gearboxes
and differentials of the Concessionaires bus fleet, as well as other Capex related to terminals and
logistical programs. A portion of the 2014 overhaul Capex is assumed to be financed by Volvo in
the amount of CLP$4,924 million (approximately USD$8.7 million). However, approximately
US$5 million of the financing by Volvo is likely to be deferred to 2015 once the restructuring of
the Senior Secured Notes is complete, which will also result in the deferral of approximately
US$5 million of this overhaul Capex to coincide with the financing. However, assuming an
extension that implicitly assumes a substantial renewal of the Reorganized Debtors existing fleet,
a large portion of the projected Overhaul Capex would be deferred to later years, rather than in
the years of 2015 to 2017. As such, the projected Capex may be used in later years but the
totality of the projections provide for Overhaul and Other Capex. Upon the expiration of the
Concession Agreements, whenever it should occur, the Reorganized Debtors will wind down, and
their assets, primarily consisting of land and terminals, may be sold. The sale proceeds of these
assets has not been reflected in the above Projections, which do not reflect any wind-down of the

5. Taxes: In the past, due to Alsacia and Express large interest expense and significant net
operating losses, Alsacia and Express have not been obligated to pay income taxes. Projections
assume that Alsacia and Express will pay income taxes in 2016 to 2020 (with respect to the fiscal
period of 2015 to 2019).

6. Restructuring Fees: Restructuring fees principally correspond to external professional legal and
financial advisory fees attributable to the Chapter 11 Cases, including those fees and expenses of
the Debtors professionals and the Ad Hoc Group Advisors.

7. Other Debt Service: This category relates to payment of interest and principal of other debt
including the Volvo Deferred Payment Agreement and Bus Terminal Loan with Banco
Internacional, which are assumed to be Unimpaired by the Plan. The projected balances with
respect to these instruments are included in the estimated debt balances. This category also
includes net settlement payments related to hedge agreements terminated in August 2014.

8. Interest and Principal Paid: This category relates to the debt service requirements for the New
Notes. Interest paid includes WHT tax of 4% that the Reorganized Debtors would have to pay in
order to service the interest of the New Notes.

9. Management Fee and Shareholder Cash Sweep - Shareholder Compensation: These categories
include the shareholder compensation paid in the form of a quarterly fee and the expected sharing
Pg 248 of 648
8
of the cash flows based on the excess cash flows as outlined in Exhibit E to the Disclosure
Statement.

10. Total Debt: This category includes the Debtors pro forma debt upon emergence from the
Chapter 11 Cases. The projected debt includes any mandatory prepayment from Excess Cash
Flow, as defined in the Description of New Notes attached as Exhibit E to the Disclosure
Statement.

11. Wind-down of the Reorganized Debtors: The Debtors have assumed that the Reorganized
Debtors will receive an extension by the MTT of the existing Concession Agreements, which
expire in October 2018, to a termination date that occurs on or after October 31, 2021. While the
Projections assume an extension, this extension, if any, could be granted by the MTT for a period
longer or shorter that projected, or may not be granted at all. If the Concession Agreements are
not extended beyond 2018, the only cash flows that will be available to the Concessionaires will
be those arising from the sale of the Reorganized Debtors assets reduced by enterprise wind-
down costs such as severance payments and working capital outflows. Upon termination of the
concessions, consideration would have to be given to the severance payable to the Reorganized
Debtors employees, which are estimated to range between CLP 32 billion and CLP 40 billion in
2018 and 2021, respectively (USD 52 million and USD 61 million, respectively) and are not
reflected in the above Projections, which do not reflect any wind-down of the Reorganized
Debtors. Similarly, upon termination of the concessions, consideration would have to be given to
the pay down of accounts payable, which is estimated to be CLP 16 billion (USD 25 million) and
is not reflected in the above Projections as such Projections do not reflect any wind-down of the

12. Exchange Rate: The following exchange rates were used for the translation of CLP to USD:

*+,- *+,. *+,/ *+,0 *+,1 *+,2 *+*+
(9 monLhs)
Lxchange 8aLe CL Lo uSu 363.2 383.3 399.3 614.3 626.0 633.6 646.8
Pg 249 of 648
Pg 250 of 648

Exhibit D

Liquidation Analysis
Pg 25l of 648
LIQUIDATION ANALYSIS
Introduction

This hypothetical Liquidation Analysis (the Liquidation Analysis) represents the liquidation value of
the assets of the Debtors and does not include the assets of any non-Debtor entities.

Section 1129(a)(7) of the Bankruptcy Codes requires that each Holder of an Impaired Allowed Claim or
Interest either (i) accepts the Plan or (ii) receives or retains under the Plan property of a value, as of the
Effective Date, that is not less than the value such Holder would receive or retain if the Debtors were
liquidated under chapter 7 of the Bankruptcy Code on the Effective Date of the Plan.

The purpose of the Liquidation Analysis that follows is to provide information in order for the
Bankruptcy Court to determine that the Plan satisfies this requirement. The Liquidation Analysis was
prepared to assist the Bankruptcy Court in making this determination and should not be used for any other
purpose. To demonstrate that the Plan satisfies this standard, the Debtors, in consultation with their legal
and financial advisors, have prepared the Liquidation Analysis under a hypothetical liquidation under
chapter 7 that: (i) estimates the realizable liquidation value of the Debtors assets and (ii) estimates the
distribution to creditors resulting from the liquidation, net of estimated chapter 7 related fees and wind
down costs.

Under chapter 7, the assets of the Debtors would be subject to liquidation and values would be measured
under an orderly liquidation value (OLV) premise. OLV reflects the gross amount, in CLP million, that
can be realized from a liquidation sale, given reasonable market exposure to find a purchaser, with the
seller being compelled to sell on an as-is, where is basis, as of a specific date. This analysis is based
upon a number of significant assumptions. The Liquidation Analysis does not purport to be a valuation of
the Debtors assets and is not necessarily indicative of the values that may be realized in an actual
liquidation. In fact, some of these assets may not be available for sale for an undetermined period of time,
and they may diminish in value if a local bankruptcy proceeding is also commenced in Chile and/or a
local Administrator is named by the MTT to administer one or more of the estates during the pendency of
a chapter 7 proceeding or a Chilean court-appointed liquidation.

This Liquidation Analysis was prepared in connection with the filing of the Debtors Disclosure
Statement and Plan. The Debtors have prepared this Liquidation Analysis based on a hypothetical
liquidation under chapter 7 of the Bankruptcy Code. The Liquidation Analysis presents the Debtors
determination of the hypothetical liquidation value of their businesses if a chapter 7 trustee were
appointed and charged with winding down the estates. Under a chapter 7 liquidation, it is assumed solely
for purposes of this analysis that the trustee would sell all of the Debtors major assets or surrender them
to the respective lien holders, and the cash proceeds, net of liquidation related costs, would then be
distributed to holders of claims in accordance with relevant law. Estimating recoveries in any
hypothetical chapter 7 liquidation case is uncertain due to the number of unknown variables. Thus,
extensive use of estimates and assumptions have been made that, although considered reasonable, are
inherently subject to significant business, economic and competitive uncertainties and contingencies
beyond the control of the Debtors. In the event of a chapter 7 liquidation, actual results may vary
materially from the estimates and projections set forth in the Liquidation Analysis. Similarly, the actual
amount of allowed claims in a chapter 7 liquidation could materially and significantly differ from the
amount of claims estimated in the Liquidation Analysis.

The Liquidation Analysis presents only information provided by the Debtors management and does not
include an independent evaluation of the underlying assumptions. The Liquidation Analysis has not been
Pg 252 of 648
2
examined or reviewed by independent accountants in accordance with standards promulgated by the
American Institute of Certified Public Accountants.

This Liquidation Analysis considers certain regulations set forth by the Chilean liquidation statute as it
pertains to certain legal or contractual severance payments owed to employees.

THE LIQUIDATION ANALYSIS IS NOT INTENDED AND SHOULD NOT BE USED FOR ANY
OTHER PURPOSE THAN THAT EXPLAINED ABOVE. THE LIQUIDATION ANALYSIS
DOES NOT PURPORT TO BE A VALUATION OF THE DEBTORS ASSETS AS A GOING
CONCERN, AND THERE MAY BE A SIGNIFICANT DIFFERENCE BETWEEN THE
LIQUIDATION ANALYSIS AND THE VALUES THAT MAY BE REALIZED IN AN ACTUAL
LIQUIDATION. THIS ANALYSIS ASSUMES LIQUIDATION VALUES BASED ON THE
DEBTORS BUSINESS JUDGMENT IN CONSULTATION WITH THE DEBTORS ADVISORS.
WHILE THE DEBTORS MAKE NO ASSURANCES, IT IS POSSIBLE THAT PROCEEDS
RECEIVED FROM ANY GOING CONCERN SALE OF THE DEBTORS ASSETS OR
BUSINESS UNITS WOULD BE MORE THAN HYPOTHETICAL LIQUIDATION VALUES,
THE COSTS ASSOCIATED WITH ANY SALE WOULD BE LESS, FEWER CLAIMS WOULD
BE ASSERTED AGAINST THE BANKRUPTCY ESTATES AND/OR CERTAIN ORDINARY
COURSE CLAIMS WOULD BE ASSUMED BY THE BUYER OF THE DEBTORS
BUSINESSES. THE UNDERLYING FINANCIAL INFORMATION IN THE LIQUIDATION
ANALYSIS WAS NOT COMPILED OR EXAMINED BY ANY INDEPENDENT
ACCOUNTANTS. NEITHER THE DEBTORS NOR THEIR ADVISORS MAKE ANY
REPRESENTATION OR WARRANTY THAT THE ACTUAL RESULTS WOULD OR WOULD
NOT APPROXIMATE THE ESTIMATES AND ASSUMPTIONS REPRESENTED IN THE
LIQUIDATION ANALYSIS. ACTUAL RESULTS COULD VARY MATERIALLY.
THE LIQUIDATION ANALYSIS HAS BEEN PREPARED SOLELY FOR THE PURPOSES OF
ESTIMATING THE ASSET PROCEEDS AVAILABLE IN A HYPOTHETICAL CHAPTER 7
LIQUIDATION. NOTHING CONTAINED IN THIS LIQUIDATION ANALYSIS IS INTENDED
AS OR CONSTITUTES A CONCESSION OR ADMISSION FOR ANY PURPOSE OTHER
THAN THE PRESENTATION OF A HYPOTHETICAL LIQUIDATION ANALYSIS FOR
PURPOSES OF THE BEST INTERESTS TEST. THE LIQUIDATION ANALYSIS SHOULD BE
READ IN CONJUNCTION WITH THE ACCOMPANYING ASSUMPTIONS.
General Assumptions
The Liquidation Analysis is based upon an estimate of the proceeds that may be realized by the Debtors in
the event that the Debtors assets are liquidated in an orderly manner under chapter 7 of the Bankruptcy
Code. The Liquidation Analysis does not include recoveries resulting from any potential preference
claims, fraudulent conveyance litigation, or other avoidance actions, if such actions exist. The
Liquidation Analysis is based upon the Debtors unaudited balance sheet as of June 30, 2014 (unless
otherwise noted) and upon projections developed by the Debtors for certain current assets and financials.
Management of the Debtors does not believe at this time that projected information on other assets or
liabilities would vary significantly. However, this analysis is subject to change as a result of any changes to
the Debtors planned operating activities.
In addition to the above, the following key assumptions were made:
Liquidation Analysis Depends on Estimates. The determination of the hypothetical proceeds
from, and costs of the liquidation of the Debtors assets, is an uncertain process involving the
extensive use of estimates and assumptions that, although considered reasonable by the Debtors,
Pg 253 of 648
3
are inherently subject to significant business, and economic uncertainties and contingencies
beyond the control of the Debtors. Inevitably, some assumptions in the Liquidation Analysis
would not materialize in an actual chapter 7 liquidation and unanticipated events and
circumstances could affect the ultimate results in an actual chapter 7 liquidation. The Debtors
prepared the Liquidation Analysis for the sole purpose of establishing a reasonable good faith
estimate of the proceeds that would be generated if the Debtors assets were liquidated in
accordance with chapter 7 of the Bankruptcy Code. No independent appraisals were conducted in
preparing the Liquidation Analysis. Accordingly, while deemed reasonable based on the facts
currently available, neither the Debtors nor their advisors make any representations or warranties
that the actual results would or would not approximate the estimates and assumptions represented
in the Liquidation Analysis

Liquidation Process and Time. Following the appointment of a chapter 7 trustee, the liquidation
period is assumed to last a total of three to six months. This Liquidation Analysis further
assumes that transportation services on the current routes would be provided to Transantiago
customers only during the first 45 days of this liquidation and discontinued immediately
thereafter, giving the MTT time to manage the Debtors pending liquidation and assign the
concessions to other concessionaires. The Liquidation Analysis assumes that only at the
conclusion of this 45-day period could the Debtors assets be liquidated. Any new
concessionaires may or may not choose to buy the Debtors assets. This Liquidation Analysis
does not assume any prolonged operation of the assets by an MTT administrator after this 45-day
period. Should an MTT administrator be appointed, the MTT administrator would manage
Alsacias and Express assets---potentially materially lengthening the liquidation and
substantially increasing the wind-down costs and the amount of administrative claims while
reducing potential proceeds from asset sales and the ultimate recovery to the creditors of the
Debtors estates. Furthermore, the analysis assumes that the marketing of property, plant and
equipment runs concurrently with the service discontinuance period. Actual asset sales and wind-
down of operations would happen immediately after service to customers is discontinued. All
distributions would be made as and when proceeds from the disposition of assets and collection
of receivables are received; however, the projected recoveries have not been discounted to reflect
the present value of any distributions.

Additionally, the values reflected in the Liquidation Analysis are based on the assumption that the
chapter 7 trustee pursues a strategy to primarily sell most of the assets to the new
concessionaire(s) to be named by the MTT instead of pursuing piecemeal sales of the assets of the
estates. However, there cannot be any guarantees that such strategy will be successful, or that
any new concessionaire(s) would be interested in the assets to be liquidated. As a result, the
values reflected in the Liquidation Analysis are not indicative of the values that could otherwise
be obtained were the trustee to sell these businesses as a going-concern concession in a formal
business sale transaction.
Notes to Liquidation Analysis

The following Notes to the Liquidation Analysis identify and describe the significant assumptions that
were utilized in its preparation.

Notes on Estimated Liquidation Value of Assets

(A) Cash and Equivalents. The Debtors cash and cash equivalents comprise cash balances and time
deposits with maturities of three months or less from the acquisition date that are subject to an
insignificant risk of changes in their fair market value, and are used by the Debtors in the
Pg 254 of 648
4
management of their short-term commitments. The Debtors projected Cash and Cash
Equivalents pro-forma balance assumes that a substantial portion of the CLP 14.2 billion
balances (as of June 30, 2014) are used to pay ordinary course operations, suppliers, and
professionals and are reduced to approximately CLP 3.7 billion by the assumed commencement
of the liquidation on November 1, 2014. The estimated recovery on this adjusted balance of
Cash and Cash Equivalents is 100%.

(B) Accounts Receivable: The Debtors Accounts Receivable includes amounts owed by the
Transantiago financial administrator relating to receipts from passenger transportation, which as
of June 30, 2014 represents approximately 94% of the total receivable balance. Advertising
receivables relates to revenue recognized related to the advertising provided in the Debtors
buses. The Accounts Receivable pro-forma balance treats the incremental retroactive payment-
per-passenger increase amounts (from May 2014 through November 2014 for an approximate
CLP 10.9 billion) which may be approved by the MTT as a retroactive amount which could be
received December 2014. An estimated recovery percentage has been assigned to each category
of receivable. The overall recovery on the Accounts Receivable is estimated in the range of 35%
to 98%. The low-end of this estimate analysis assumes the risk of set off amounts and/or counter
claims from the Chilean government against the Debtors reducing the collection of material
Accounts Receivable balances.

(C) Accounts Receivables from Related Entities and Tax Receivables: The Debtors Accounts
Receivables from Related Entities and Tax Receivables (which relates to training expenses
made by the Debtors during the year which are credited against income taxes) totals
approximately CLP 2.0 billion. This Liquidation Analysis estimates that these balances are not
recoverable in liquidation.

(D) Prepaid Expenses. Prepaid expenses consist primarily of prepaid insurance (i.e., the insurance
premiums are paid between ten and twelve installments, while the asset is amortized over the
course of twelve months, offset with a corresponding liability in the insurance premiums financed
payable), prepaid leases, prepaid maintenance and prepaid advertising. The estimated recovery on
these assets reflects an estimated recovery percentage of 0% to 12%.

(E) Inventories. Inventories consist primarily of inventories of spare parts intended for use in the
Debtors bus systems and subsystems, and parts that are going to be used in maintenance
services. These asset balances reflect related impairment charges to account for obsolete parts.
An estimated recovery percentage has been assigned to each inventory category, with the overall
estimated recovery in the approximate range of 30% to 45%.

(F) Panamerican Loan: The Panamerican loan receivable balances relate to a loan used by
Panamerican (one of the Debtors which indirectlythrough Eco Unoowns another Debtor,
Express) to purchase the remaining outstanding shares of Express from a third party. The
Debtors estimate that these Panamerican balances are not recoverable in liquidation given that
Panamericans only asset is the investment in Eco Uno and ultimately Express.

(G1) Property, Plant, and Equipment (except Huechuraba terminal): These assets consist primarily of
land, building, machinery and equipment, buses, and other assets. Management has gone
through each category of fixed assets in this group: (i) land, (ii) building & improvements, (iii)
machinery and equipment; (iv) software and technology, (v) furniture and fixtures, and (vi) buses
and assigned an estimated recovery to each category. These pro-forma fixed asset balances
exclude those assets related to the Huechuraba terminal which have been pledged (as a first-
priority mortgage) to Banco Internacional. Estimated recovery percentages have been assigned
Pg 255 of 648
5
to each remaining category of fixed assets. These estimates take into consideration the
depreciation recorded for each category within this group as well as the fact that some of the
assets are best used for public transportation making it in many cases impractical to recover
for other purposes.

(G2) PP&E Huechuraba Terminal. These assets related to the land, building, and inspection and
maintenance facilities owned by Alsacia in Huechuraba which have been pledged (as a first-
priority mortgage) to Banco Internacional. These estimated recovery of these assets has been
developed based on two appraisals developed in mid- and end 2013 by the Debtors and the bank
appraisers.

(H) RTO Intangible Assets. The Debtors assets also include approximately CLP 23.6 billion in
intangible assets related to a reserve fund, named the operating technical reserve (RTO), that
was established to buffer short-term differences between actual passenger fares collected by
Transantiago. This amount effectively represents costs incurred by Transantiago and in essence
represented an initial investment by each of the concessionaires for the right to use to routes. All
Transantiago bus concessionaires, including Alsacia and Express, initially contributed a fixed
amount to the RTO under the terms of their respective concession agreements. The RTO has
since been exhausted, and since September 2009, Transantiago deficits have been funded by
direct subsidies from the Government. The balance is an accounting concept which is being
amortized through 2018 and has no cash value. As such, the liquidation of the asset in this group
would yield no recovery.

(I) Early Termination MTT Receivables. This amount consists primarily of an early termination
receivable balance relating to payments to be received with respect to Express. Express
Concession Agreement specifies that if during the concession period the Concession Agreement
is revoked by the MTT, the remaining payments would be forfeited. As such, the Debtors
estimate that the early termination receivables balance rights cannot be transferred or sold and are
not recoverable in liquidation.

(J) Hedge MTM Asset: These hedges have been terminated prior to the liquidation and have no
additional recovery value.

(K) Deferred Tax Assets balances: These are recognized by the Debtors in respect of temporary
differences between the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for taxation purposes. In liquidation, the estimated recovery on the deferred
income taxes is 0%.

Notes on Expenses and Claims Associated with Liquidation of Assets

(L) Trustee Fees. Trustee fees are the fees associated with the appointment of a chapter 7 trustee in
accordance with section 326 of the Bankruptcy Code. Trustee fees are estimated based on the
requirements of the Bankruptcy Code and historical experiences in other similar cases and are
projected to be approximately 3% of gross liquidation proceeds, excluding cash, in accordance
with section 326 of the Bankruptcy Code.

(M) Chapter 7 Professional Fees. Such amounts include legal, investment banking, appraisal,
brokerage, and accounting services required to assist the Debtors and the chapter 7 trustee with
the liquidation process and assumes such wind-down and associated fees. Fee estimates were
based upon the Debtors managements review and guidance on costs.

Pg 256 of 648
6
(N) Chapter 11 Professional Fees. Include legal and financial advisory services required to assist the
Debtors and the Consenting Senior Secured Noteholders, which would be paid pursuant to the
Cash Collateral Order (net of estimated retainers).

(O) Wind-Down Revenues and Expenses. Wind-down costs include route- and passenger-related
revenues and expenses and all ordinary course operating costs and expenses associated with
providing an additional 45 days of service (the Wind Down Period) to customers before final
discontinuance of service and subsequent sale and/or disposal of assets on December 15, 2014. It
is expected that most staff will need to be retained during the Wind Down Period. Revenue
collections for services provided during this period are assumed to be lower than what they were
for a comparable period pre-liquidation (due to higher evasion, fines, and discounts) and expenses
are expected to be higher than in historical periods due to the need to motivate bus and
maintenance operators and unions to provide service during this period. As a result, revenues are
expected to only partially cover operating costs and expenses (such as certain employee salaries,
benefits, fuel and maintenance costs, bus rent) and working capital needs.

(P) Administrative Claims. These amounts comprise salaries and termination expenses. These
expenses include the costs associated with the four-week notice period that the Debtors must
provide to the Debtors employees under Chilean law, before terminating them. It is assumed that
if the employees do not receive compensation during the full notice period, they may not work
during the Wind-Down Period and may seek to have the liquidation proceedings converted to a
Chilean liquidation proceeding.

(Q) Severance and Other Personnel Related Costs: Severance and other personnel related costs are
those that would be due and payable pursuant to the Chilean liquidation statute. In accordance
with the Chilean liquidation statute, the Debtors employees are entitled to severance payments
that accrue until the date of payment and up to a maximum of three months minimum wages
(currently equal to CLP 210,000) for each year of work, or a fraction thereof if there is a
remainder of more than six months, with a limit of ten years. Any amount exceeding the three
months wages is treated as an unsecured, non-priority claim. It is assumed that if the employees
do not receive the full, capped severance payment as per the Chilean liquidation statute, they
would seek to have the liquidation proceedings converted to a Chilean liquidation proceeding in
which case such severance payments would be paid before any of the secured creditors.

(R) Priority Claims. These amounts relate to the accrued vacations and personnel withholdings during
the 180 days before the Petition Date. Management and advisors have adopted the accrual in the
Debtors Balance Sheet as of June 30, 2014 as an estimate/proxy of the balance.

(S) Notes. This amount reflects the outstanding balance of the Senior Secured Notes (as defined in
the disclosure statement) as of an assumed petition date of October 16, 2014. The Senior Secured
Notes are secured by first-priority liens on substantially all of the Debtors assets and will receive
the benefit of its liquidation value after an allocation of a pro rata portion of administrative claims
are paid. No further interest on the Senior Secured Notes principal is assumed to accrue during
the liquidation.

(T) Banco Internacional Debt: Represents the balances owed to this institution which is secured by a
first lien mortgage on all the Huechuraba terminal assets.

(U) General Unsecured Claims. General unsecured claims includes: (U1) accounts payable (reduced
by payments estimated up to the liquidation; (U2) success fees of chapter 11 professionals and
the corresponding withholding taxes; (U3) the estimated undersecured portion of the Senior
Pg 257 of 648
7
Secured Notes Claim; (U4) the estimated undersecured portion of the Banco Internacional debt;
(U5) the unsecured line of credit established to finance bus overhaul activities; (U6) the non-
priority portion of the severance payments that exceeds the three-month minimum wages amount;
(U7) estimated contract rejection claims including the an estimate of rejection damages for bus
leases; and (U8) other potential contingent claims.

Conclusion

After considering the effects that a chapter 7 liquidation would have on the ultimate proceeds available
for distribution to creditors in this case, including (i) increased costs and expenses of a liquidation,
including priority amounts and likely fees due to a chapter 7 trustee and its professional advisors, (ii) the
erosion in value of assets in the context of the expeditious liquidation required and the forced sale
atmosphere that would prevail, and (iii) the difficulty in being able to sell individual assets or components
of businesses given that most of the Debtors assets have intrinsic value only to a new concessionaire and
much lower value in any other situation, the Debtors have determined that confirmation of this Plan will
provide each creditor and equity holder with a recovery that is not less than it would receive pursuant to a
liquidation of the Debtors under chapter 7 of the Bankruptcy Code.

Pg 258 of 648
Debtors Hypothetical Liquidation Analysis

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Pg 260 of 648

Exhibit E

Description of the New Notes
Pg 26l of 648

DESCRIPTION OF NEW NOTES AND FINANCE AGREEMENTS
The following summary of certain provisions of the Finance Agreements does not purport to be complete
and is qualified in its entirety by reference to the provisions of the applicable Finance Agreements. The Noteholders
will be entitled to the benefits of, be bound by, and be deemed to have notice of, all of the provisions of the Finance
Agreements, including, without limitation, the immunities and rights of the Trustee. Copies of the Finance
Agreements will be on file at the corporate trust office of the Trustee in the City of New York and may be inspected
upon request. Capitalized terms not otherwise defined herein have the respective meanings ascribed to them in the
Indenture.
General
The New Notes shall have the terms and conditions set forth herein. The New Notes:
will be senior secured obligations of the Issuer;
will be fully and unconditionally guaranteed by Panamerican, Eco Uno, Express and Camden Servicios SpA
(Camden) as the Guarantors;
will be limited to an aggregate principal amount of U.S.$364,433,466.67;
1

will have semi-annual principal payments on June 22 and December 22 of each year (each such date, a Payment
Date), beginning December 22, 2014, with final maturity on December 31, 2018, unless redeemed or amortized
prior thereto; provided that if the MTT (x) extends both of the Issuers and Expresss concessions through at least
April 22, 2021 or (y) replaces both of the Concession Agreements with new Concession Agreements with
termination dates on or after April 22, 2021 (each of (x) and (y), a Concession Extension), the maturity of the
New Notes shall be extended such that the principal amount that would otherwise be due on December 31, 2018 will
instead be due 90 days after the termination of the Concession Agreement that expires last (including pursuant to
any further extension or replacement of both concession agreements beyond April 22, 2021 (a Further Concession
Extension));
may have additional principal payments from Excess Cash on January 31 and July 31 of each year (each such date,
an Excess Cash Redemption Date), beginning January 31, 2015;
will be issued in denominations of U.S.$150,000 and integral multiples of U.S.$1,000 in excess thereof;
will be represented by one or more registered New Notes in global form and may be exchanged for New Notes in
definitive form only in limited circumstances;
will be secured by first priority liens on the Collateral (other than the Excluded Depot Mortgage, which will be a
second priority lien) (subject to Permitted Liens) pursuant to the terms of the Finance Agreements, including the
Indenture and the Security Documents; and
will not be required to be registered under the Securities Act.
Interest on the New Notes:

1
The principal amount at the Issue Date will be the sum of (i) U.S $347,300,000 of principal of the Original Notes plus (ii)
capitalization of accrued and unpaid interest on the Original Notes through and including September 30, 2014 in the amount of
U.S.$17,133,466.67. The Original Notes and the U.S.$17,133,466.67 of capitalized interest, for an aggregate principal amount of
U.S.$364,433,466.67, will bear interest at 8% per annum from and including October 1, 2014 to but excluding the Issue Date.
This interest will be paid on the Issue Date pursuant to the Plan. Regardless of when the Issue Date occurs, interest from and
including the Issue Date will be payable on the first Payment Date to occur after the Issue Date. Thus (i) if the Issue Date is
before December 22, 2014, interest from and including the Issue Date will be payable on December 22, 2014 and (ii) if the Issue
Date is on or after December 22, 2014 (but before June 22, 2015), interest from and including the Issue Date will be payable on
June 22, 2015.

Pg 262 of 648

2

will accrue at the rate of 8.00% per annum;
will accrue from the Issue Date or from the most recent interest payment date;
will be payable in U.S. dollars semi-annually in arrears in cash on each Payment Date beginning December 22,
2014;
will be paid on each Excess Cash Redemption Date with respect to any New Notes redeemed on such Excess Cash
Redemption Date;
will be payable to the holders of record on June 7 and December 7 of each year immediately preceding the related
interest payment dates; and
will be computed on the basis of a 360 day year comprised of twelve 30 day months.
The Indenture limits and restricts the Issuer and the Guarantors from taking certain actions or engaging in
certain activities or transactions. See Negative Covenants of the Issuer and the Guarantors.
Final Maturity Date
Unless redeemed or amortized prior thereto, the final payment on the New Notes will be made on
December 31, 2018; provided that if there is a Concession Extension or a Further Concession Extension, the
maturity of the New Notes shall be extended such that the principal amount that would otherwise be due on
December 31, 2018 will instead be due 90 days after the termination of the Concession Agreement that expires last
(such earlier date, the Concession Termination Date, and such date 90 days thereafter, the Final Maturity Date).
For the avoidance of doubt, the maturity of the New Notes may be extended more than once if there is more than
one extension of the Concessions, but both Concession Agreements must be extended in order for the maturity of the
New Notes to be extended.
Scheduled Amortization
Principal payments under the New Notes (the Scheduled Principal Amounts) will be made semi-annually
on the Payment Dates listed below in accordance with the following schedule:
Payment Date Scheduled Principal Amount (U.S.$)
December 22, 2014 ..................................... 1.00 million
June 22, 2015 .............................................. 4.90 million
June 22, 2016 ............................................... 9.35 million
December 22, 2016 ...................................... 9.35 million
June 22, 2017 ............................................... 10.10 million
June 22, 2018 ............................................... 2.40 million
December 31, 2018 ...................................... remaining principal amount, unless there is
a Concession Extension, in which case,
zero.

In the event that either (i) any restructuring advisors fees or expenses related to the Restructuring and any
withholding taxes or other costs in connection therewith (Restructuring Fees) are unpaid or (ii) the New Notes
Hedge Agreements, if any, have not been entered into by the Issuer, in each case as of December 8, 2014, the
December 22, 2014 Scheduled Principal Amount shall be added to the June 22, 2015 Scheduled Principal Amount
and shall be paid on June 22, 2015, and the first Excess Cash Redemption Date will occur on the date that would
otherwise be the second Excess Cash Redemption Date. Two weeks prior to each of the December 22, 2014 and the
June 22, 2015 Payment Dates, each Concessionaire shall deliver an Officers Certificate to the Secured Party
Trustees executed by its respective chief financial officer and chief executive officer setting forth, in reasonable
Pg 263 of 648

3

detail, the amount of Total Restructuring Fees and Hedge Payments (as defined below) paid from April 15, 2014 to
such date and outstanding as of such date.

If the total amount of all Restructuring Fees and all payments related to the termination of any outstanding hedge
agreements (net of proceeds received related to the termination of such hedge agreements) with respect to the
Issuers 8% Senior Secured Notes due 2018 (the Original Notes) or the entering into of New Notes Hedge
Agreements on or prior to June 30, 2015 (whether or not such payments are due before, on or after the date of such
Officers Certificate, but not including payments to be made later than June 30, 2015) (Total Restructuring Fees
and Hedge Payments) is greater than the Budgeted Restructuring Fees and Hedge Payments, the December 22,
2014 Scheduled Principal Amount (which, subject to the immediately preceding paragraph, may be rescheduled and
added to the Scheduled Principal Amount otherwise due on June 22, 2015), and, if and to the extent necessary, any
subsequent Scheduled Principal Amount(s), shall be reduced, in direct order of maturity, by an aggregate amount
equal to U.S.$1.00 for each U.S.$1.00 of such excess. If the Total Restructuring Fees and Hedge Payments is less
than the Budgeted Restructuring Fees and Hedge Payments, the December 22, 2014 Scheduled Principal Amount
will be increased by U.S.$1.00 for each U.S.$1.00 of such difference.

On or promptly after the date that all Restructuring Fees have been paid, and the New Notes Hedge Agreement has
been entered into and all fees payable in connection therewith through June 30, 2015 have been paid (but in any
event no later than June 30, 2015), each Concessionaire shall deliver an Officers Certificate to the Secured Party
Trustees executed by its respective chief financial officer and chief executive officer setting forth, in reasonable
detail, the amount of Total Restructuring Fees and Hedge Payments paid and, if and to the extent necessary
indicating the additions or subtractions to the Scheduled Principal Amounts resulting therefrom. Prior to delivering
each Officers Certificate regarding Total Restructuring Fees and Hedge Payments, the Concessionaires shall
consult with the Board Observer regarding the expected content of such Officers Certificate.

If there is a Concession Extension, the Scheduled Principal Amount due on December 31, 2018 shall be zero, and
the Scheduled Principal Amounts through December 22, 2020 shall be as follows:

Payment Date Scheduled Principal Amount (U.S.$)
June 22, 2019 .............................................. 4.70 million
June 22, 2020 ............................................... 9.00 million

If there is a Concession Extension, there shall be no Scheduled Principal Amounts due after December 22, 2020 and
the remaining balance outstanding shall be due on the Final Maturity Date.

Guarantees
All payments and obligations under the New Notes due by the Issuer will be fully and unconditionally
guaranteed on a senior secured basis by each Guarantor pursuant to a guarantee agreement included in the Indenture
(each, a Guarantee). Under each Guarantee, each Guarantor, jointly and severally, will pay directly and
unconditionally all amounts due under the New Notes and any other amounts payable by the Issuer under the
Indenture or any other Finance Agreement, without the need of any presentment, demand of payment, protest or
notice to the Issuer.
Until the Indenture is discharged and all of the New Notes are discharged and paid in full, each Guarantor
irrevocably waives and agrees not to exercise any claim or other rights which it may have at the time its Guarantee is
made or may thereafter acquire against the Issuer or any other Guarantor that arise from the existence, payment,
performance or enforcement of the Issuers obligations under the New Notes or such other Guarantors obligations
under its Guarantee, including, without limitation, any right of subrogation, reimbursement, exoneration,
contribution, indemnification, and any right to participate in any claim or remedy of the Noteholders or the New
Notes Hedge Counterparties (if any) against the Issuer or any other Guarantor.
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Default Interest
The Issuer shall pay interest on overdue principal or installments of interest, to the extent lawful, at the rate
borne by the New Notes plus 1% per annum from and including the date when such amounts were due and through
and including the date of payment by the Issuer.
Ranking
New Notes. The New Notes will be senior obligations of the Issuer, secured by the Collateral. The
obligations of the Issuer under the New Notes will also rank:
(a) senior in right of payment to any Subordinated Indebtedness of the Issuer (including the obligations
owed to Affiliates of the Issuer or any Guarantor on the Issue Date and set forth on a schedule to the
Indenture); and effectively senior to unsecured Senior Indebtedness issued in accordance with the
Indenture, to the extent of the value of the Collateral;
(b) pari passu with other Senior Indebtedness issued in accordance with the Indenture; and
(c) effectively subordinated to the debt and other obligations (including Subordinated Indebtedness and
trade payables) of any future subsidiaries of the Issuer that are not Guarantors and to other secured
debt and other secured obligations of the Issuer to the extent of such security created in compliance
with the Indenture (including Vendor Financings secured by property and assets other than the
Collateral and the Bus Terminal Loan secured by the Excluded Depot).
Guarantees. Each Guarantee will be the senior obligations of each Guarantor, secured by the Collateral.
The obligations of each Guarantor will rank effectively subordinated to the debt and other obligations (including
Subordinated Indebtedness and trade payables) of any future subsidiaries of that Guarantor that are not Guarantors
and to other secured debt and other secured obligations of that Guarantor to the extent of such security created in
compliance with the Indenture.
Payments
The Issuer will make all payments on the New Notes exclusively in U.S. dollars.
Payments on the New Notes are payable only to the person in whose name the applicable New Note is
registered at the close of business (New York time) on the applicable Record Date. Payments on the New Notes will
be made by electronic funds transfer in immediately available funds to an account maintained by such Noteholder
with a bank having electronic fund capability, except for the final payment payable with respect to a New Note,
which will be payable upon presentation and surrender of such New Note to the corporate trust office of the Trustee.
The Trustee will initially be designated as the paying agent for payments with respect to the New Notes.
The Issuer may at any time designate additional co-paying agents or rescind the designation of any co-paying agent.
The Indenture provides that all money received by the Trustee or any co-paying agent will, until used or
applied as provided in the Indenture, be held in trust for the purposes for which they were received. Neither the
Issuer nor any of its Affiliates may serve as paying agent or co-paying agent.
Principal of, and interest and any Additional Amounts (as defined below) on, the New Notes will be
payable, and the transfer of New Notes will be registrable, at the office of the Trustee, and at the offices of the
paying agents and transfer agents, respectively.
Redemption
The New Notes will be subject to mandatory and optional redemption as described below. Notice of any
redemption to each Noteholder must be made by the Issuer in the manner provided under Notices, not less than
15 days nor more than 30 days prior to the redemption date. All redemptions will be applied first to Additional
Amounts, if any, then to accrued and unpaid interest, then to reduce the principal amount of New Notes due at
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maturity (which amount shall be determined as of each such redemption date), and after such amount has been
reduced to zero, to reduce the scheduled amortizations in inverse order of maturity.
Mandatory Redemption Upon Termination Event or Expropriatory Action
Subject to the provisions of the Indenture, the New Notes will be redeemed prior to maturity, in whole or,
to the extent of available funds, in part, upon the occurrence of a Termination Event or any Expropriatory Action, to
the extent of the Expropriation Compensation received. In addition, the Issuer and the Guarantors shall thereafter
promptly sell all assets no longer useful in conducting the Permitted Business, and shall apply the Net Available
Cash from such Asset Disposition or Asset Dispositions to make a mandatory redemption of the New Notes and as
otherwise required under clause (i) of the covenant described under Negative Covenants of the Issuer and the
GuarantorsLimitation on Sale of Assets. In any redemption under this paragraph, the redemption price of the
New Notes to be redeemed will be equal to (a) the principal amount of such New Notes, plus (b) interest on such
principal amount accrued through the redemption date, plus (c) Additional Amounts, if any, payable in respect of
such New Notes.
In connection with any mandatory redemption, the aggregate amount of funds on deposit and available for
distribution to the Noteholders on the date of such redemption in the Payment Account will be applied, pro rata
based on the outstanding principal balance of the New Notes, to satisfy payment, in whole or in part, of the
redemption price referred to in the immediately preceding paragraph.
Mandatory Redemption With Excess Cash
On each Excess Cash Redemption Date during the term of the New Notes, the Issuer will apply:
from the Issue Date until the first Excess Cash Redemption Date that occurs after the Second Sharing
Trigger Date, 85% of any Excess Cash as calculated as of the immediately preceding Excess Cash
Determination Date; and
from and after the first Excess Cash Redemption Date that occurs after the later of (i) the First Sharing
Trigger Date and (ii) the Second Sharing Trigger Date, until the Concession Termination Date, 75% of any
Excess Cash as calculated as of the immediately preceding Excess Cash Determination Date.
to mandatorily redeem New Notes (and to pay the accrued and unpaid interest thereon and Additional
Amounts, if any) on such Excess Cash Redemption Date in accordance with the first paragraph of Redemptions
above (Excess Cash Redemptions); provided that no Excess Cash Redemption shall be made in an aggregate
amount of less than U.S.$100,000; provided, further, that if an Excess Cash Redemption is not made on an Excess
Cash Redemption Date pursuant to this paragraph, no Management Incentive Fee payment shall be permitted to be
made on such Excess Cash Redemption Date. For the avoidance of doubt, the amount of principal redeemed,
accrued and unpaid interest thereon and Additional Amounts paid on any Excess Cash Redemption Date shall not
exceed the amount of Excess Cash to be applied to Excess Cash Redemptions as described above.
The 15% (or, if the Second Sharing Trigger Date has occurred, 25%) of Excess Cash that is not applied to
Excess Cash Redemptions on each Excess Cash Redemption Date that occurs prior to the First Trigger Date shall
remain in the Revenue Account until the next Transfer Date, at which time it shall be applied as provided under
Treatment of Funds, subject to the limitations set forth therein and elsewhere in the Indenture.
Excess Cash an amount equal to the greater of (i) the aggregate amount of cash in the Company
Accounts as of the relevant Excess Cash Determination Date after giving effect to (A) Reconciliation and (B) the
transfers set forth in Treatment of FundsBi-Monthly Distributions on such Transfer Date, less the sum of (1)
accrued but unpaid Catch-Up Payments and Postponed Payments, (2) Repair Payments segregated in accordance
with paragraphs (c) and (d) under Repair Payments, (3) Net Available Cash pending application in accordance
with clauses (h) and (i) under Limitations on Sale of Assets and (4) U.S.$15.0 million and (ii) U.S.$0.
Excess Cash Determination Date means each June 30 or December 31 immediately prior to each Excess
Cash Redemption Date.
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First Sharing Trigger Date means the date on which a Concession Extension has been granted by the
MTT; provided that if, prior to such date, (x) a Bankruptcy Event of Default occurs or (y) the Final Maturity Date
occurs, the First Sharing Trigger Date shall be deemed to have not occurred and shall never occur.
Second Sharing Trigger Date means the earlier of (i) January 1, 2019 and (ii) the date that occurs on or
after January 1, 2018 on which the principal amount of the New Notes is less than U.S.$200.0 million (after having
given effect to any payments of Scheduled Principal Amounts, but not Excess Cash Flow Redemptions, if any, to
occur on such date).
The Issuer will calculate the amount of Excess Cash based on the Reconciled balances on deposit in the
Company Accounts as of the relevant Excess Cash Determination Date. On the Transfer Date prior to any Excess
Cash Redemption Date, the Issuer and the Guarantors will have delivered to the Trustee an Officers Certificate
executed by the respective chief financial officer and chief executive officer of each of the Issuer and the Guarantors
certifying in reasonable detail such Excess Cash calculation, accompanied by a notice of redemption in the amount
of such Excess Cash Redemption.
Reconciliation of the Company Accounts shall give effect to all checks, wire transfers, withdrawals and
other payments that have been initiated from a Company Account, and all items that have been deposited to a
Company Account, in each case as of the Excess Cash Determination Date, as reflected in the records of the Issuer
and the Guarantors, but have not yet been debited against or credited to the Company Accounts by the financial
institution at which such Company Accounts are located.
Any Excess Cash that is not required to be applied to make an Excess Cash Redemption may be applied to
Catch-Up Payments or Management Incentive Fees to the extent permitted Limitations on Restricted Payments.
Optional Redemption
At any time and from time to time, without premium or penalty, the Issuer and the Guarantors may redeem
all or a part of the New Notes at a redemption price equal to 100% of the principal amount of the New Notes
redeemed plus accrued and unpaid interest and Applicable Amounts, if any, to the applicable redemption date
(subject to the rights of holders of record on the relevant record date to receive interest due on the relevant interest
payment date).
Repurchase of New Notes upon a Change of Control
Upon the occurrence of a Change of Control (the date of each such occurrence, a Change of Control
Date), the Issuer and the Guarantors will notify the Noteholders in the manner provided under Notices of such
occurrence and shall make an offer to purchase (a Change of Control Offer) to all of the Noteholders, for cash, on
a Business Day (a Change of Control Payment Date) not later than 60 days following the Change of Control Date,
all of such Noteholders New Notes then outstanding at a purchase price (the Change of Control Purchase Price)
equal to 100% of the principal amount thereof plus accrued interest to the Change of Control Payment Date and
Additional Amounts, if any. The Issuer and the Guarantors will not be required to make a Change of Control Offer
following a Change of Control if (a) a third party makes a Change of Control Offer that would be in compliance
with the provisions described in this paragraph if it were made by the Issuer and the Guarantors and (b) such third
party has purchased all the New Notes validly tendered and not withdrawn pursuant to such Change of Control
Offer. Notice of a Change of Control Offer shall be given by the Issuer and the Guarantors not less than 30 days nor
more than 60 days before the Change of Control Payment Date. The Change of Control Offer will remain open for
at least 20 Business Days and until the close of business on the Business Day next preceding the Change of Control
Payment Date.
The Issuer and the Guarantors will comply, to the extent applicable, with the requirements of Section 14(e)
under the Exchange Act, and all other applicable United States and Chilean securities laws or regulations and the
applicable rules of the principal securities exchange, if any, on which the New Notes are listed in connection with
the repurchase of any New Notes pursuant to a Change of Control Offer.
For purposes of the foregoing, Change of Control means the occurrence of any of the following events:
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(i) the sale, transfer, conveyance or other disposition (including by way of a merger or consolidation
transaction permitted by the covenant Limitations on Consolidation, Merger or Transfer of
Assets) of all or substantially all of the properties or assets of the Issuer and the Guarantors, taken
as a whole, to any Person (other than to (a) Carlos Mario Rios Velilla, Francisco Javier Rios
Velilla, their respective spouses or direct descendants, or (b) any Affiliate of the persons listed in
(a)); or
(ii) Carlos Mario Rios Velilla, Francisco Javier Rios Velilla, their respective spouses or direct
descendants cease to own, directly or indirectly, securities representing more than 50% of the
Voting Stock of the Issuer and each Guarantor; or
(iii) Carlos Mario Rios Velilla, Francisco Javier Rios Velilla, their respective spouses or direct
descendants cease to have, directly or indirectly, the power to elect, or shall not have elected, the
managing partner or similar entity directing the management or operation of the Issuer and each
Guarantor or a majority of the Board of Directors of the Issuer and each Guarantor.
Collateral
The New Notes, the Guarantees and the New Notes Hedge Agreements, if any, will be secured, equally and
ratably, by a first priority perfected security interest (other than the Excluded Depot Mortgage, which will be a
second priority security interest) (or the closest equivalent thereof under applicable Chilean law) held by the Chilean
Collateral Trustee (with respect to collateral located in or governed by the laws of Chile) and the U.S. Collateral
Trustee (with respect to all other collateral) in the rights and interests of the Issuer and the Guarantors in the
following categories of existing and after-acquired personal property and assets (all of the foregoing being referred
to as the Collateral), in each case subject to Permitted Liens; provided that the New Notes Hedge Agreements will
have a first priority perfected security interest in the Collateral in respect of payments due thereunder of up to
U.S.$10.0 million (until a Concession Extension is obtained), and thereafter shall have a first priority perfected
security interest in the Collateral in respect of payments due thereunder of up to U.S.$20.0 million from and after the
date on which a Concession Extension is obtained (in each case, other than the Excluded Depot Mortgage, which
will be a second priority security interest) (such amount, the Hedge Preference Amount), and the security interest
securing the New Notes and Guarantees shall be junior in lien priority to such security interest securing the New
Notes Hedge Agreements to the extent of the Hedge Preference Amount, but shall not be junior in lien priority to
such security interest with respect to amounts in excess of the Hedge Preference Amount, and shall not be junior in
lien priority to any other security interest (other than with respect to the first priority security interest on the
Excluded Depot in favor of the secured parties under the Bus Terminal Loan):
(a) all the outstanding shares of Express pursuant to one or more share pledge agreements (the Express
Share Pledge Agreements);
(b) the Concessions and all the Concessionaires rights under the Concession Agreements pursuant to one
or more concession pledge agreements (the Concession Pledge Agreements) and under the other
Operating Agreements and Additional Collateral Agreements pursuant to one or more additional
pledge agreements (the Other Pledge Agreements);
(c) all buses owned by the Concessionaires (excluding, if so elected by the Issuer and the Guarantors, any
buses acquired out of the proceeds of a Vendor Financing, in each case incurred after the date hereof in
accordance with the Indenture), pursuant to one or more pledge without conveyance agreements (the
Bus Pledge Agreements);
(d) all promissory notes (including intercompany notes) and other evidences of Debt payable to the Issuer
or any Guarantor pursuant to one or more pledge agreements (the Debt Pledge Agreements);
(e) all owned bus terminals, owned depot stations and other owned real estate assets used by the
Concessionaires in connection with the Concessions, including any buildings, offices and fixtures
therein, pursuant to one or more first priority real property mortgages (the Mortgages);
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(f) the Excluded Depot pursuant to a real property mortgage that is junior in priority to the security
interest in favor of the secured parties under the Bus Terminal Loan but otherwise is a first priority
security interest (the Excluded Depot Mortgage);
(g) the NY Accounts and the money deposited therein (and investments thereof) from time to time
pursuant to one or more account pledge agreements (the NY Account Pledge Agreements);
(h) the Chilean Accounts (other than the Transaction Checking Accounts) and the money deposited therein
(and investments thereof) from time to time pursuant to one or more money pledges (the Chilean
Money Pledges); the Chilean Accounts (other than the Transaction Checking Accounts) will be in the
name of the Chilean Collateral Trustee; the Transaction Checking Accounts will be in the name of
each Concessionaire;
(i) one or more irrevocable powers of attorney granted by the Concessionaires to the Chilean Collateral
Trustee, exercisable only by the Chilean Collateral Trustee as instructed by the Controlling Party if an
Event of Default shall have occurred and is continuing, for the purpose of enforcing the
Concessionaires rights under the Operating Agreements (the Powers of Attorney);
(j) insurance proceeds (only to the extent not deposited in the Accounts, in which case such insurance
proceeds will be part of the Collateral pursuant to the NY Account Pledge Agreements and Chilean
Money Pledges) pursuant to one or more appointments of the U.S. Collateral Trustee or the Chilean
Collateral Trustee, as applicable, as additional insured and beneficiary (beneficiario) under the
insurance policies of (and for the benefit of) the Concessionaires (and by each Guarantor in the event
that any of them carries any insurance) (the Insurance Appointments, and together with the NY
Account Pledge Agreements, the Chilean Money Pledges, the Concession Pledge Agreements, the
Debt Pledge Agreements, the Other Pledge Agreements, the Bus Pledge Agreements, the Asset Pledge
Agreements, the Camden Pledge Agreements, and the Fuel Pledge Agreements, the Pledge
Agreements) (excluding, for the avoidance of doubt, the Excluded Depot and any collateral securing
Vendor Financings that are not secured by the Collateral);
(k) all fuel supply rights under the fuel supply agreements with Compaa de Petrleos de Chile Copec
S.A. (Copec), pursuant to commercial pledges (the Fuel Pledge Agreements);
(l) any assets, other than buses, owned by the Concessionaires, and all assets subsequently acquired by the
Concessionaires to the extent any such asset or group of related assets has a value of U.S.$1,000,000 or
more, in each case excluding Parts Inventory, pursuant to pledges without conveyances (the Asset
Pledge Agreements);
(m) any assets owned by Camden, Eco Uno, or Panamerican, and all assets subsequently acquired by such
Guarantors to the extent any such asset or group of related assets has a value of U.S.$1,000,000 or
more, in each case excluding Parts Inventory owned by Camden, pursuant to pledges without
conveyances (the Camden Pledge Agreements); and
(n) all proceeds, products, rents, profits, income, benefits, substitutions and replacements of any and all of
the foregoing including, without limitation, cash (excluding any release from the Collateral in
accordance with the Transaction Documents, such as purchases of assets that are not in the categories
listed in (a) through (m) above with funds from the Accounts and transfers of funds from the Accounts
(other than the Transaction Checking Accounts) to the Transaction Checking Accounts).
Although the New Notes and the New Notes Hedge Agreements, if any, will not be guaranteed by the
Issuers shareholders, the New Notes and the New Notes Hedge Agreements, if any, will be secured by a first
priority perfected security interest (or the closest equivalent thereof under Chilean law) granted by the Issuers
shareholders in all the outstanding shares of the Issuer pursuant to one or more share pledge agreements (the Issuer
Share Pledge Agreements) and a first priority perfected security interest (or the closest equivalent thereof under
Chilean law) granted by Camdens shareholders in all the outstanding shares of Camden pursuant to one or more
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share pledge agreements (the Camden Share Pledge Agreements, and together with the Issuer Share Pledge
Agreements and the Express Share Pledge Agreements, the Share Pledge Agreements).
The Collateral will secure the Noteholders and the New Notes Hedge Counterparties, if any, equally and
ratably on a pari passu basis. The Issuer and the Guarantors may incur Vendor Financings and the collateral
securing such Vendor Financing may not secure the New Notes and the New Notes Hedge Agreements, if any.
Within 45 days after the Issue Date, the Issuer shall deliver to the Secured Party Trustees an Officers
Certificate to the effect that the Indenture, all Security Documents and all other instruments of further assurance or
assignment have been properly recorded and filed to the extent necessary to perfect the security interests intended to
be created by the Finance Agreements and reciting the details of such action. Within ten days after each of (a) the
first anniversary of the Issue Date and each anniversary thereafter, if the Issuer or any Guarantor has acquired any
asset, or group of related assets (excluding Parts Inventory), with a Fair Market Value equal to or greater than
U.S.$1,000,000 during the 12-month period ending on such anniversary and (b) any date on which the Issuer or any
Guarantor has acquired any asset or group of related assets (excluding Parts Inventory) with a Fair Market Value
equal to or greater than U.S.$5,000,000, in each such case, the Issuer or such Guarantor, as applicable, shall execute
a public deed of declaration, and such public deed of declaration shall be attached to the pledge without conveyance
over present and future assets previously signed by the Issuer or such Guarantor, as applicable, and the Chilean
Collateral Trustee, and shall take all other necessary steps, if any, to grant to the Chilean Collateral Trustee, for the
benefit of the Noteholders, a perfected first priority security interest (or the closest equivalent thereof under
applicable Chilean law) in such asset or group of related assets.
If the Concession Agreements are replaced with new Concession Agreements, the Concessionaires shall
execute and deliver new pledge agreements regarding the Concessionaires rights under the new Concession
Agreements with the Ministry and pledges without conveyance over the sums the AFT must pay to the
Concessionaires under the Collection Mandate Agreements, the AFT Agreement and any related instructions from
the MTT.
All Liens securing the New Notes and the New Notes Hedge Agreements, if any, will be held by the
Secured Party Trustees and administered pursuant to the Collateral Trust Agreement. See Collateral Trust
Agreement.
Collateral Trust Agreement
The Issuer and the Guarantors will enter into the Collateral Trust Agreement with the Secured Party
Trustees. The Collateral Trust Agreement will set forth the terms on which the Secured Party Trustees will receive,
hold, administer, maintain, enforce and distribute the proceeds of all Liens upon the Collateral at any time held by it,
in trust for the benefit of the Noteholders and the New Notes Hedge Counterparties, if any.
The Secured Party Trustees
Banco Santander Chile will be appointed pursuant to a separate appointment letter (which appointment has
been confirmed pursuant to the Collateral Trust Agreement) to serve as the Chilean Collateral Trustee, and The
Bank of New York Mellon will be appointed pursuant to the Collateral Trust Agreement to serve as the U.S.
Collateral Trustee, for the benefit of (i) the holders of the New Notes and (ii) the New Notes Hedge Counterparties,
if any.
The Secured Party Trustees will hold (directly or through co-trustees or agents), and will be entitled to
enforce, all Liens on the Collateral created by the applicable Security Documents in accordance with the terms of the
Collateral Trust Agreement.
Except as provided in the Collateral Trust Agreement or as directed by an Act of Required Debtholders in
accordance with the Collateral Trust Agreement, the Secured Party Trustees will not be obligated: (i) to act upon
directions purported to be delivered to it by any Person; (ii) to foreclose upon or otherwise enforce any Lien; or
(iii) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created
thereby or the Collateral.
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The Secured Party Trustees and the New Notes Hedge Counterparties, if any, will agree that
notwithstanding: (i) anything to the contrary contained in the Security Documents; (ii) the time of incurrence of any
secured Senior Indebtedness; (iii) the order or method of attachment or perfection of any Liens securing any secured
Senior Indebtedness; (iv) the time or order of filing of financing statements or other documents filed or recorded to
perfect any Lien upon any Collateral; (v) the time of taking possession or control over any Collateral; (vi) that any
Lien of the Secured Party Trustees may not have been perfected or may be or have become subordinated, by
equitable subordination or otherwise, to any other Lien; or (vii) the rules for determining priority under any law
governing relative priorities of Liens: (a) all Liens granted to the Secured Party Trustees at any time by the Issuer or
any Guarantor will secure, equally and ratably, the New Notes and the New Notes Hedge Agreements, if any; and
(b) subject to the terms and conditions set forth in Order of Application of Proceeds; Deficiency Claims under the
Collateral Trust Agreement, all proceeds of all Liens granted to the Secured Party Trustees at any time by the
Issuer or any Guarantor will be allocated and distributed equally and ratably on account of the New Notes and the
New Notes Hedge Agreements, if any, in accordance with the Collateral Trust Agreement.
These provisions are intended for the benefit of, and will be enforceable as a third party beneficiary by, the
Secured Party Trustees, the Noteholders and the New Notes Hedge Counterparties, if any.
For purposes of the foregoing:
Act of Required Debtholders means a direction in writing delivered to the Secured Party Trustees by or
with the written consent of the Noteholders and the New Notes Hedge Counterparties, if any, representing the
Required Parity Lien Debtholders. For purposes of this definition: (i) secured obligations registered in the name of,
or beneficially owned by, the Issuer or any affiliate of the Issuer will be deemed not to be outstanding and (ii) votes
will be determined in accordance with Voting under the Collateral Trust Agreement.
Discharge of Parity Lien Obligations means: (a) with respect to any given series of secured obligations,
the occurrence of all of the following: (i) termination or expiration of all commitments to extend credit that would, if
extended, constitute secured obligations of such series of secured obligations; (ii) payment in full in cash of the
principal of and interest and premium (if any) on such series of secured obligations (other than any undrawn letters
of credit); (iii) discharge or cash collateralization (at the lower of (A) 103% of the aggregate undrawn amount and
(B) the percentage of the aggregate undrawn amount required for release of liens under the terms of the applicable
Parity Lien Document) of all outstanding letters of credit constituting secured obligations of such series of secured
obligations; and (iv) payment in full in cash of all other obligations with respect to such series of secured obligations
that are outstanding and unpaid at the time the secured obligations is paid in full in cash (other than any obligations
for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or
demand for payment has been made at such time); and (b) otherwise, the occurrence of each of the items set forth in
clauses (a)(i) through (iv) with respect to each series of secured obligations.
Required Parity Lien Debtholders means, at any time, the holders of more than 50% of the sum of the
Voting Balances of the New Notes and the New Notes Hedge Agreements, if any, considered together. For
purposes of this definition: (i) secured obligations registered in the name of, or beneficially owned by, the Issuer or
any affiliate of the Issuer will be deemed not to be outstanding and (ii) votes will be determined in accordance with
Voting under the Collateral Trust Agreement.
Order of Application of Proceeds; Deficiency Claims under the Collateral Trust Agreement
The Collateral Trust Agreement will provide that if the Secured Party Trustees receive any proceeds of any
title insurance with respect to any Collateral or any other insurance with respect to any Collateral or if any Collateral
is sold or otherwise realized upon by the Secured Party Trustees in connection with any foreclosure, collection, sale
or other enforcement of Liens granted to such Secured Party Trustees in the applicable Security Documents, the
proceeds (including distributions of cash, securities or other property on account of the value of the Collateral in a
bankruptcy, insolvency, reorganization or similar proceedings) received by such Secured Party Trustees from such
insurance or foreclosure, collection, sale or other enforcement will be distributed by such Secured Party Trustees in
the following order of application:
first, to the payment of all amounts payable under the Collateral Trust Agreement on account of the Secured Party
Trustees fees and expenses and any reasonable legal fees, costs and expenses or other liabilities of any kind
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incurred by such Secured Party Trustees or any co-trustee or agent of the Secured Party Trustees in connection with
any Security Document (including, but not limited, to indemnification obligations);
second, to the repayment of Debt and other Obligations (other than the New Notes and the New Notes Hedge
Agreements, if any), secured by a Permitted Lien on the Collateral sold or realized upon to the extent that such other
Debt or Obligation is required to be discharged in connection with such sale;
third, to the New Notes Hedge Agreements, if any, in an amount equal to the Hedge Preference Amount;
fourth, equally and ratably, to the Secured Party Trustees for application to the payment of all outstanding New
Notes and the New Notes Hedge Agreements, if any, and any other related Obligations that are then due and payable
in such order as may be provided in the Indenture or the New Notes Hedge Agreements, if any, in an amount
sufficient to pay in full in cash all such Obligations (including all interest accrued thereon after the commencement
of any insolvency or liquidation proceeding at the rate, including any applicable post-default rate, specified in the
Indenture or the New Notes Hedge Agreements, if any, even if such interest is found not enforceable, allowable or
allowed as a claim in such proceeding, and including, if applicable, the discharge or cash collateralization (at the
lower of (i) 103% of the aggregate undrawn amount and (ii) the percentage of the aggregate undrawn amount
required for release of Liens under the terms of the Indenture or the New Notes Hedge Agreements, if any); and
fifth, any surplus remaining after the payment in full in cash of the amounts described in the preceding clauses will
be paid to the Issuer or the applicable Guarantor, as the case may be, its successors or assigns, or as a court of
competent jurisdiction may direct.
The Secured Party Trustees, the Noteholders and the New Notes Hedge Counterparties, if any, will agree
that to the extent such Person collects or receives any proceeds of insurance, of Collateral, on account of the value of
Collateral or otherwise that should have been applied in accordance with the priority of payments set forth above,
whether after the commencement of an insolvency or liquidation proceeding or otherwise, such Person will deliver
the same to the Secured Party Trustees for the account of the Noteholders and the New Notes Hedge Counterparties,
if any, to be applied as set forth above.
The provisions set forth above under this caption Order of Application of Proceeds; Deficiency Claims
under the Collateral Trust Agreement are intended for the benefit of, and will be enforceable, subject to the
provisions of the Collateral Trust Agreement, as a third party beneficiary by, the Secured Party Trustees, the
Noteholders and the New Notes Hedge Counterparties, if any.
Voting under the Collateral Trust Agreement
In connection with any matter under the Collateral Trust Agreement requiring a vote of Noteholders and
New Notes Hedge Counterparties, if any, the Noteholders and New Notes Hedge Counterparties, if any, will cast
their votes in accordance with the Indenture.
The Secured Party Trustees shall not have any obligation or duty to determine whether the vote of the
requisite holders of the applicable series of secured Senior Indebtedness was obtained as required in the Collateral
Trust Agreement.
Release of Liens on Collateral under the Collateral Trust Agreement
The Collateral Trust Agreement will provide that the Secured Party Trustees Liens on the Collateral will
be released:
(a) in whole, upon payment in full and discharge of all New Notes and the New Notes Hedge Agreements,
if any;
(b) as to any Collateral that is sold, transferred or otherwise disposed of by the Issuer or any Guarantor to a
Person that is not (either before or after such sale, transfer or disposition) the Issuer or a Guarantor in
either (i) a foreclosure sale or other transaction approved by an Act of Required Debtholders or (ii) a
transaction or other circumstance that complies with the asset disposition provisions of the Indenture at
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the time of such sale, transfer or other disposition, to the extent of the interest sold, transferred or
otherwise disposed of;
(c) as to any Collateral of the Issuer or any Guarantor to the extent all of the Capital Stock of such
Guarantor owned by the Issuer or any other Guarantor is sold (to a Person other than the Issuer or a
Guarantor) in a transaction permitted pursuant to the Indenture (it being understood that (i) the sale of
all of the Capital Stock in any Person that owns, directly or indirectly, all of the Capital Stock in any
Guarantor shall be deemed to be a sale of all of the Capital Stock in such Guarantor for purposes of
this clause (c) and (ii) such release of the Collateral of such Guarantor shall also release such
Guarantor and its Subsidiaries from its obligations under the Security Documents);
(d) as to a release of less than all or substantially all of the Collateral, if (i) the requisite percentage of
holders of the New Notes and New Notes Hedge Counterparties, if any, as provided for in the
Indenture consents thereto or (ii) such release is in connection with a transaction or circumstance that
complies with the asset disposition provisions of the Indenture at the time of such sale, transfer or other
disposition; and
(e) as to a release of all or substantially all of the Collateral, if (i) the requisite percentage of holders of the
New Notes and New Notes Hedge Counterparties, if any, as provided for in the Indenture consents
thereto and (ii) the Issuer has delivered an Officers Certificate to the applicable Secured Party Trustee
certifying that any such necessary consents have been obtained.
Release of Liens in respect of New Notes and the New Notes Hedge Agreements, if any, under the Indenture and
the Collateral Trust Agreement
The Indenture and the Collateral Trust Agreement will provide that the Secured Party Trustees Liens upon
the Collateral will no longer secure the New Notes and the New Notes Hedge Agreements, if any, and the right of
the holders of the New Notes and the New Notes Hedge Counterparties, if any, to the benefits and proceeds of the
Secured Party Trustees Liens on the Collateral will terminate and be discharged: (i) upon satisfaction and discharge
of the Indenture as set forth under the caption Satisfaction and Discharge and payment in full of the New Notes
Hedge Agreements, if any; (ii) upon a defeasance or covenant defeasance of the New Notes as set forth under the
caption Defeasance and payment in full of the New Notes Hedge Agreements, if any; (iii) upon payment in full
and discharge of all outstanding New Notes and all other obligations that are outstanding, due and payable under the
Indenture at the time the New Notes are paid in full and discharged, and payment in full of the New Notes Hedge
Agreements, if any; or (iv) with the consent of the Noteholders and the New Notes Hedge Counterparties, if any,
and to the extent as set forth in the Indenture.
Enforcement of Liens under the Collateral Trust Agreement
If any Secured Party Trustee at any time receives written notice that any event has occurred that constitutes
a default under the Indenture or the New Notes Hedge Agreements, if any, entitling such Secured Party Trustee to
foreclose upon, collect or otherwise enforce any of its Liens under the Security Documents, it will promptly deliver
written notice thereof to the other Secured Party Trustees, the Trustee and the New Notes Hedge Counterparties, if
any. Thereafter, the Secured Party Trustees may await direction by an Act of Required Debtholders and will act, or
decline to act, as directed by an Act of Required Debtholders, in the exercise and enforcement of such Secured Party
Trustees interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or
applicable law and, following the initiation of such exercise of remedies, the Secured Party Trustees will act, or
decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required
Debtholders. Unless it has been directed to the contrary by an Act of Required Debtholders, each Secured Party
Trustee in any event may (but will not be obligated to) take or refrain from taking such action with respect to any
such default as it may deem advisable and in the best interest of the Noteholders and the New Notes Hedge
Counterparties, if any. The Noteholders and the New Notes Hedge Counterparties, if any, will not be able to
exercise rights or remedies with respect to the Collateral; only the Secured Party Trustees will be able to exercise
such rights or remedies.
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The Collateral Trust Agreement will provide that, notwithstanding any prior termination of the Indenture,
the Secured Party Trustees and the New Notes Hedge Counterparties, if any, will not, before the date that is one year
and one day after all New Notes (including all interest, premium, and Additional Amounts, if any, thereon) have
been paid in full, acquiesce, petition or otherwise invoke or cause the Issuer or any Guarantor to invoke the process
of any court or other Governmental Authority for the purpose of commencing or sustaining a case against the Issuer
or any Guarantor under any bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Issuer, any Guarantor or any substantial part of their
respective property, or ordering the winding up or liquidating of the affairs of the Issuer or any Guarantor.
Additional Amounts
All payments under the New Notes will be made free and clear of, and without withholding or deduction
for or on account of, any present or future taxes, penalties, duties, fines, assessments or other governmental charges
or levies (or interest on any of the foregoing) of whatsoever nature (collectively, Taxes) imposed, levied,
collected, withheld or assessed by, within or on behalf of Chile or any other jurisdiction (or any political subdivision
or Governmental Authority thereof or therein having power to tax) from or through which any payment under the
New Notes is made by or on behalf of the Issuer or any Guarantor (each, a Relevant Taxing Jurisdiction), unless
such withholding or deduction is required by law or the interpretation or administration thereof. In such event, the
Issuer or the Guarantors, as applicable, will pay to each holder such additional amounts (Additional Amounts) as
may be necessary to ensure that the amounts received by the holder of such New Note after such withholding or
deduction, including withholding or deduction with respect to such Additional Amounts, equal the amounts of
principal and interest and premium, if any, and Additional Amounts, if any, that would have been receivable in
respect of such New Note in the absence of such withholding or deduction. However, the obligation to pay
Additional Amounts will not apply:
(a) to any Taxes that would have not been imposed:
(i) in the case where presentation of a New Note is required for payment, but for the fact that the New
Note is presented more than 30 days after the later of (1) the date on which such payment first
became due and (2) the date on which the relevant payment is first made available to the holder,
except to the extent that the holder of such New Note would have been entitled to such Additional
Amounts on presenting such New Note for payment on the last day of such 30-day period;
(ii) but for the existence of any present or former, direct or indirect, connection between the holder (or
between a fiduciary, settler, beneficiary, member or shareholder of the holder, if the holder is an
estate, a trust, a partnership, a limited liability company or a corporation) and the Relevant Taxing
Jurisdiction (including, without limitation, being or having been a national domiciliary, or resident
of such Relevant Taxing Jurisdiction or having been physically present or engaged in a trade or
business therein, other than the mere ownership or holding of such New Note or the receipt of
principal, interest or other amounts in respect thereof); or
(iii) but for the failure by the holder, the beneficial owner of the New Note of any payment in respect
of such New Note or the Trustee to (1) make a declaration of residence or non-residence, or any
other claim or filing for exemption, to which it is entitled or (2) comply with any certification,
identification, information, documentation or other reporting requirement concerning its
nationality, residence, identity or connection with the Relevant Taxing Jurisdiction; provided,
however, that at least 30 days before the first Payment Date with respect to which the Issuer or the
Guarantors with respect to a payment shall apply this clause (iii), such Issuer or Guarantor shall
have notified such recipient in writing that such recipient will be required to comply with such
requirement;
(b) in respect of any estate, inheritance, gift, value added, sales, use, excise, transfer, personal property or
similar Taxes;
(c) by presenting the New Notes (when presentation is required) to another paying agent;
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(d) in respect of Taxes that are imposed other than by withholding or deduction;
(e) in respect of any payment to a holder that is a fiduciary or partnership or any person other than the sole
beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to
such fiduciary, a member of such partnership or the beneficial owner of such payment or Note would
not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial
owner been the actual holder of such New Note; or
(f) any combination of (a) through (e) above.
The Issuer and the Guarantors will pay any present or future stamp, court or documentary Taxes or any
excise or property Taxes that arise in any jurisdiction from the execution, delivery, enforcement or registration of the
New Notes or any other document or instrument relating thereto, imposed by: (a) Chile; (b) any jurisdiction where
the paying agent is organized or otherwise considered by a taxing authority to be a resident for Tax purposes, any
jurisdiction from or through which the paying agent makes a payment on the New Notes, or any political
organization or Governmental Authority thereof or therein having the power to tax in respect of any payments under
the New Notes; or (c) any jurisdiction imposing such Taxes, as a result of, or as a requirement in connection with,
the enforcement of the New Notes or any other such document or instrument related to the New Notes following the
occurrence of any Event of Default with respect to the New Notes.
Wherever there is mentioned, under this caption Description of New Notes and Finance Agreements, in
any context, the payment of principal of, or interest on, or any other amount payable on or with respect to, any New
Notes, such mention will be deemed to include mention of the payment of Additional Amounts to the extent that, in
such context, Additional Amounts are, were or would be payable in respect thereof.
Form and Denomination and Title
The Global New Notes (and beneficial interests therein) will be issued in registered form only without
interest coupons in denominations of U.S.$150,000 and integral multiples of U.S.$1,000 in excess thereof. No New
Notes will be issued in bearer form. See Definitive New Notes. New Notes issued in reliance upon Section
4(a)(2) will be issued in the form of a single Section 4(a)(2) Global New Note. New Notes issued in reliance on
Regulation S will be issued in the form of a single Regulation S Global New Note. Each of the Global New Notes
will be registered in the name of DTC or its nominee and deposited with the Trustee as custodian for DTC.
Beneficial interest in the Global New Notes will be shown on, and transfers thereof will be affected only through,
the book entry records maintained by DTC and its direct and indirect participants (including Euroclear and
Clearstream).
Transfers between participants in Euroclear and Clearstream or DTC will be conducted in accordance with
the applicable rules and procedures of Euroclear and Clearstream or DTC, as the case may be, and will be settled in
immediately available funds. These rules may change from time to time. Any secondary market-trading activity in
beneficial interests in the Global New Notes is expected to occur through the account holders and intermediaries, as
the case may be, of Euroclear and Clearstream or DTC, and the securities custody accounts of investors will be
credited with their holdings against payment in same-day funds on the settlement date.
Beneficial interests in the Global New Notes will be subject to certain restrictions on transfer set forth
therein and described under Notice to Investors. In addition, transfers of beneficial interests in the Global New
Notes will be subject to the applicable rules and procedures of Euroclear and Clearstream and/or DTC, which may
change from time to time. See Clearing and Settlement.
Title to the Global New Notes will pass by registration in the register. The holder of any Global New Note
will (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is
overdue and regardless of any notice of ownership, trust or any interest in it, writing on, or theft or loss of, the
definitive New Note issued in respect of it) and no Person will be liable for so treating the holder.
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Definitive New Notes
If (i) DTC notifies the Trustee in writing that it is unwilling or is unable to continue as depositary for a
Global New Note or that it ceases to be a clearing agency registered under the Exchange Act, (ii) the Issuer, the
Guarantors and the Trustee are unable to locate a qualified successor depositary within 90 days of such notice, and
(iii) if an Event of Default has occurred and is continuing, then the Trustee will notify all applicable Noteholders of
the occurrence of any such event and (a) of the availability of definitive New Notes to such Noteholders, or (b) at
the election of the Issuer, that definitive New Notes will be issued to all Noteholders. Upon the giving of such
notice and the surrender of such Global New Notes by DTC, accompanied by registration instructions, the Issuer
will issue (and the Guarantors will guarantee) definitive New Notes for the applicable New Notes. Any definitive
New Notes shall only be issued in registered form for U.S. federal income tax purposes.
In the case of definitive New Notes issued in exchange for the Section 4(a)(2) Global New Note, such
definitive New Notes will bear the legend set forth on the Section 4(a)(2) Global New Note (unless counsel to the
Issuer and the Guarantors determine otherwise in accordance with applicable law and the procedures set forth in the
Indenture). Definitive New Notes will be exchangeable or transferable for interests in other definitive New Notes as
described under Replacement, Exchange and Transfers.
Replacement, Exchange and Transfers
If any New Note at any time is mutilated, destroyed, stolen or lost, such New Note may be replaced at the
cost of the applicant (including fees and expenses of the Trustee) upon provision of evidence satisfactory to the
Trustee and the Issuer that such New Note was destroyed, stolen or lost, together with such indemnity as the Trustee
and the Issuer may require. Mutilated New Notes must be surrendered before replacements will be issued.
Transfers by an owner of a beneficial interest in the Regulation S Global New Note to a transferee who
takes delivery of such beneficial interest through the Section 4(a)(2) Global New Note will be made only in
accordance with applicable procedures and upon receipt by the Trustee of a written certification from the DTC
participant transferor of the beneficial interest in the form provided in the Indenture to the effect that such transfer is
being made to a purchaser whom the DTC participant transferor reasonably believes is a QIB in a transaction
meeting the requirements of Section 4(a)(2) and in accordance with any applicable securities laws of any state of the
United States or any other jurisdiction.
Transfers by an owner of a beneficial interest in the Section 4(a)(2) Global New Note to a transferee who
takes delivery of such beneficial interest through the Regulation S Global New Note will be made only in
accordance with applicable procedures and upon receipt by the Trustee of a written certification from the DTC
participant transferor in the form provided in the Indenture to the effect that such transfer is being made in
accordance with Regulation S.
Transfers of beneficial interests in the Global New Notes between participants in DTC will be effected in
accordance with DTCs procedures and will be settled in same-day funds. Transfers between participants in
Euroclear and Clearstream will be effected in the ordinary manner in accordance with their respective rules and
operating procedures.
New Notes may be exchanged or transferred in whole or in part in the amount of authorized denominations
by surrendering such New Notes at the office of the Trustee with a written instrument of transfer as provided in the
Indenture. In addition, additional certifications to the effect that such exchange or transfer is in compliance with the
restrictions contained in the applicable legend will be required. Each replacement New Note to be issued upon
exchange of New Notes or transfer of New Notes will be mailed at the risk of the Noteholder entitled thereto to such
address as may be specified in such request or form of transfer.
New Notes will be subject to certain restrictions on transfer as more fully set out in the Indenture.
Transfers of New Notes will be effected by or on behalf of the Issuer, the registrar or the transfer agents,
without charge to the Noteholder except for any Tax or governmental charges or insurance charges which may be
imposed in relation to such transfer or any expenses of delivery other than regular mail. The Issuer is not required to
transfer or exchange any individual definitive New Notes selected for redemption.
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No Noteholder may require the transfer of a New Note to be registered during the period of 15 days ending
on the due date for any payment of principal or interest on the New Notes.
Establishment of Accounts
The Concessionaires will establish and maintain the following accounts in the name of the U.S. Collateral
Trustee and, in the case of the Chilean Accounts, in the name of the Chilean Collateral Trustee, for the benefit of the
Noteholders and the New Notes Hedge Counterparties, if any:
(a) a revenue account (the Revenue Account) for both Concessionaires;
(b) an operations and maintenance account for each Concessionaire (the O&M Accounts);
(c) an operations and maintenance account for Camden (the Camden O&M Account); and
(d) an overhaul account for each Concessionaire (the Overhaul Accounts).
In addition, the Concessionaires will establish and maintain a payment account (the Payment Account),
an Excess Cash Redemption account (the Excess Cash Redemption Account) and a Shareholder Distribution
Account (the Shareholder Distribution Account) in the name of the U.S. Collateral Trustee for the exclusive
benefit of the Noteholders and the New Notes Hedge Counterparties, if any.
Each Concessionaire will establish and maintain a transaction checking account in its name in respect of its
O&M Account (together, the O&M Transaction Checking Accounts) and its Overhaul Account (together, the
Overhaul Transaction Checking Accounts and, together with the O&M Transaction Checking Accounts, the
Transaction Checking Accounts).
Funds on deposit in the Accounts may be invested in Permitted U.S. Investments and Permitted Chilean
Investments, as applicable; provided that all funds received in respect of such Investments upon sale or repayment of
such Investments shall be available to be transferred to other Accounts on each Transfer Date or otherwise disbursed
as required by the Indenture and the other Transaction Documents.
Each Concessionaire will also establish accounts with an internationally recognized banking institution for
the payment of the Volvo Financing (the Volvo Accounts), which accounts shall not be considered Accounts for
purposes of the Indenture and which shall not be pledged to secure the New Notes or the New Notes Hedge
Agreements, if any.
The balance of the Accounts remaining after the New Notes and all other amounts owing in respect of the
Indenture and the other Transaction Documents have been paid in full will be released to the Concessionaires.
Treatment of Funds
Deposits of Funds to and Distribution of Funds from the Revenue Account
By irrevocable instructions to the AFT, the Concessionaires will cause to be deposited directly into the
Revenue Account all amounts which they are entitled to receive under, in connection with or pursuant to the
Operating Agreements or ancillary agreements related thereto and, in any event, shall immediately deposit in the
Revenue Account any funds that they shall receive from the AFT in respect of the Concessions. The
Concessionaires shall also cause to be deposited directly into the Revenue Account:
(a) all amounts required to be transferred thereto from other Accounts in accordance with the Indenture as
described below;
(b) revenues from Permitted Investments and distributions received by the Issuer or any Guarantor in
respect of any other Investments;
(c) cash proceeds from any Debt permitted to be incurred under the Indenture, except for:
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(i) Vendor Financings, whose proceeds will be applied to purchase, or enter into capital leases in
respect of, buses for the Bus Network from the company providing such Vendor Financing or an
affiliate or related party thereof; and
(ii) Permitted Refinancing Indebtedness; provided that the proceeds are immediately applied to
extend, refinance, renew, replace, defease or refund the Debt being extended, refinanced, renewed,
replaced, defeased or refunded;
(d) common equity issuances for cash or cash capital contributions, except for common equity issuances
for cash or cash capital contributions in connection with:
(i) Negative Covenants of the Issuer and the GuarantorsCAPEX Costs; provided that the
proceeds are applied as set forth therein; and
(ii) clause (g) of the definition of Permitted Investments; provided that the proceeds are applied as
set forth therein;
(e) cash proceeds from any Asset Disposition; and
(f) cash proceeds payable to the Concessionaires in respect of any insurance policies maintained by the
Concessionaires.
For the avoidance of doubt, cash proceeds from any Debt permitted to be incurred under the Indenture
described in point (c) above and common equity issuances for cash or cash capital contributions described in point
(d) above will not be deposited in the Revenue Account but applied as described therein. Although cash proceeds in
connection with certain Repair Payments and Asset Dispositions will be deposited in the Revenue Account pursuant
to clauses (c) and (d) under Repair Payments and clauses (h) and (i) under Limitations on Sale of Assets,
respectively, they will not be subject to the order of priority set forth under Deposits of Funds to and Distribution
of Funds from the Revenue Account but they may be applied as described in such clauses. In addition, the
Concessionaires will cause payments due by the New Notes Hedge Counterparties to the Concessionaires under the
New Notes Hedge Agreements, if any, to be directly deposited into the Payment Account.
The Revenue Account will be maintained in Chile by the Concessionaires with the Chilean Collateral
Trustee.
Bi-monthly Distributions
On the day immediately following the Issue Date and, thereafter, on the 15th and last day of each month
during any period that the New Notes shall be outstanding (or if any such day is not a Business Day, on the
following Business Day) (each such date, a Transfer Date, and the period from but excluding such Transfer Date
until and including the next Transfer Date, a Transfer Period), the Concessionaires will cause funds in the
Revenue Account to be disbursed in the following order of priority:
first, into the O&M Accounts, until the balance in such accounts equals the aggregate amount of (i) fees, expenses
and any other amounts due and payable to the Secured Party Trustees during the following Transfer Period, plus
(ii) O&M Costs then due and payable or reasonably expected to be due and payable during the following Transfer
Period, plus (iii) Repair Payments then due and payable or reasonably expected to be due and payable during the
following Transfer Period;
second, into the Overhaul Accounts, until the balance in such accounts equals the Overhaul Costs;
third, to the Agents the amount of fees and expenses due and payable to each of them during the following Transfer
Period;
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fourth, to the New Notes Hedge Counterparties, if any, and any other Hedge Counterparty, the aggregate amount of
the Hedge Payments in respect of the New Notes and any other Senior Indebtedness, respectively, due and payable
to the New Notes Hedge Counterparties, if any, and such Hedge Counterparty during the following Transfer Period;
fifth, to BI, the aggregate amount of interest and fees due and payable to BI under the Bus Terminal Loan during the
following Transfer Period; and
sixth, to the Shareholder Distribution Account to the extent of (i) any Catch-Up Payments and Postponed Payments
that are permitted to be made on such Transfer Date and (ii) any Initial Periodic Distribution payable on such
Transfer Date.
Semi-annual Distributions
On the Transfer Date prior to any Payment Date during any period that the New Notes shall be outstanding
(each such date, a Payment Transfer Date, and the period from but excluding such Payment Transfer Date until
and including the next Payment Transfer Date, a Payment Period), the Concessionaires will cause funds in the
Revenue Accounts to be disbursed, after giving effect to the disbursements on such Transfer Date pursuant to
first through sixth above, in the following order of priority:
seventh, pro rata into (i) the Payment Account, until the balance in such account equals the amount of (A) the
Scheduled Principal Amount, accrued interest, Additional Amounts, if any, and any other payment due under the
New Notes in the order of priority set forth in the Indenture on the next Payment Date to the Noteholders, plus
(B) any Contingent Hedge Payment and Accelerated Hedge Payments due and payable to the New Notes Hedge
Counterparties, if any, during the current Payment Period; and (ii) any other payment account or accounts pledged
for the benefit of the creditors under any other Senior Indebtedness (the Additional Payment Accounts), until the
balance in such accounts equals the amount of (A) the payments due under such other Senior Indebtedness on the
payment dates thereof during the current Payment Period, plus (B) any Contingent Hedge Payment due and payable
to any Hedge Counterparty in respect of such other Senior Indebtedness during the current Payment Period;
eighth, to BI, the aggregate amount of principal due and payable to BI under the Bus Terminal Loan on such
Payment Date;
The following disbursements shall be made only to the extent they would not result in the combined balance of all
Company Accounts, after giving effect to Reconciliation, to be less than U.S.$5.0 million;
ninth, to the Shareholder Distribution Account, to make Periodic Distributions and the Further Concession
Distribution in an aggregate amount equal to the amounts, and subject to the conditions, set forth under
Limitations on Restricted Payments;
tenth, as instructed by each Concessionaire, in each case on the conditions set forth under
CAPEX Costs below, the portion of CAPEX Costs reasonably expected to be due and payable during the
following Payment Period; and
eleventh, to the New Notes Hedge Counterparties, if any, and any other Hedge Counterparty, the aggregate amount
of any Excluded Contingent Hedge Payments due and payable to the New Notes Hedge Counterparties, if any, and
such Hedge Counterparty during the current Payment Period.

On the first Transfer Date to occur in February and August of each year, the Concessionaires will cause
funds in the Revenue Account to be disbursed, after giving effect to the disbursements on such Transfer Date
pursuant to first through sixth above, in the following order of priority:
seventh, to the Volvo Accounts, until the balance in the Volvo Accounts equals the amount of the payments due to
Volvo during the six-month period following such Transfer Date.
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Excess Cash Distributions
On the next Transfer Date after each Excess Cash Determination Date, the Concessionaires will cause an
amount of funds in the Revenue Accounts equal to the Excess Cash determined for the immediately preceding
Excess Cash Determination Date (if such Excess Cash is in an amount sufficient to make an Excess Cash
Redemption) to be disbursed, after giving effect to the disbursements on such Transfer Date pursuant to first
through sixth above, as follows:
twelfth, (i) to the Excess Cash Redemption Account in the amount necessary to make Excess Cash Redemptions in
the percentages described in RedemptionsMandatory Redemption with Excess Cash, and (ii) to the Shareholder
Distribution Account in the amount necessary to make payments of the Management Incentive Fee (subject to the
limitations set forth under Limitations on Restricted Payments).
Deposits of Funds to and Distribution of Funds from the O&M Accounts
The Concessionaires will deposit or cause to be deposited into the O&M Accounts all amounts required to
be transferred thereto from the Revenue Account. The O&M Accounts will be maintained in Chile by the
Concessionaires with the Chilean Collateral Trustee.
The Concessionaires will cause funds in each O&M Account to be disbursed at any time to pay in the
following order of priority:
first, as instructed by each Concessionaire, the aggregate amount of fees and expenses due and payable to the
Secured Party Trustees during the current Transfer Period;
second, as instructed by each Concessionaire, the aggregate amount of O&M Costs due and payable during the
current Transfer Period, including to the Camden O&M Account, all O&M Costs due and payable to Camden during
the current Transfer Period;
third, as instructed by each Concessionaire, the aggregate amount of Repair Payments payable from the O&M
Accounts due and payable during the current Transfer Period;
fourth, between the O&M Accounts as determined by the Concessionaires to be necessary; and
fifth, into the Revenue Account, to the extent any remaining funds in the O&M Accounts exceed the O&M Costs
required to be deposited therein.
The Concessionaires will not make or direct the Secured Party Trustees to make, and the Secured Party
Trustees will not make, any withdrawal from any O&M Account to the extent that the aggregate amount of all
requested withdrawals from such O&M Account to pay O&M Costs (other than fuel costs to be incurred by the
Concessionaires in the ordinary course of business) in any semi-annual budgetary period exceeds 115% of the
amount budgeted for O&M Costs (other than fuel costs to be incurred by the Concessionaires in the ordinary course
of business) for such semi-annual budgetary period as set forth in the then-current semi-annual expense budget
applicable to such O&M Account (the Expense Budget) completed by the Concessionaires and submitted to the
Secured Party Trustees unless such Concessionaire has delivered to the Secured Party Trustees an Officers
Certificate executed by its respective chief financial officer and chief executive officer setting forth, in reasonable
detail, the purpose and nature of such exceptional O&M Costs (other than fuel costs to be incurred by the
Concessionaires in the ordinary course of business) and certifying that such exceptional O&M Costs are reasonable
and necessary and are required to maintain the safe and economic operation of the Bus Network, to satisfy a legal
obligation or to avoid a breach of or default under the Operating Agreements, that such O&M Costs have been
incurred, and such payment, when made, will be, in compliance with all other provisions of the Indenture, including
the covenants described under Limitations on Restricted Payments and Limitations on Affiliate
Transactions, and that such exceptional O&M Costs have been or will be incurred in good faith and on an arms-
length basis.
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Trustees will not make, any withdrawal from either O&M Account in respect of Repair Payments payable from the
O&M Accounts unless such withdrawal is in compliance with Repair Payments below.
In any case, the Concessionaires will also deliver to the Secured Party Trustees, within ten days after the
end of each fiscal quarter, an Officers Certificate certifying all O&M Costs and Repair Payments payable from the
O&M Accounts incurred and paid during the applicable fiscal quarter, attaching an account statement, and certifying
that such O&M Costs and Repair Payments were incurred and paid in compliance with all applicable provisions of
the Indenture, including the covenants described under Limitations on Restricted Payments and Limitations
on Affiliate Transactions.
Subject to the foregoing and unless otherwise instructed by the Controlling Party in a notice of
acceleration, the Concessionaires may cause funds in each O&M Account to be transferred to and from the
respective O&M Transaction Checking Account at any time to pay O&M Costs; provided that, the aggregate
amount deposited in the O&M Transaction Checking Accounts may not exceed at any time the lesser of
(i) U.S.$12.0 million (considered together with the aggregate amount deposited in the Overhaul Transaction
Checking Accounts) and (ii) the sum of O&M Costs that will be paid in the following seven calendar days from the
O&M Transaction Checking Accounts, plus any outstanding checks issued from such account that have not yet been
paid plus U.S.$3.0 million. The Controlling Party may, together with the delivery of a notice of acceleration to
the Concessionaires and the Trustee in accordance with the Indenture, request the Trustee to instruct the Chilean
Collateral Trustee to transfer all amounts deposited in the O&M Transaction Checking Accounts to the O&M
Accounts, at which time the Concessionaires will not make further transfers to the O&M Transaction Checking
Accounts unless such notice of acceleration is rescinded in accordance with the Indenture. The O&M Transaction
Checking Accounts will be deemed sub-accounts of the O&M Accounts and subject to the same aggregate limits,
reporting and certification obligations.
Deposits of Funds to and Distribution of Funds from the Camden O&M Account
The Concessionaires will deposit or cause to be deposited into the Camden O&M Account all amounts
required to be transferred thereto from the O&M Accounts. The Camden O&M Account will be maintained in Chile
by Camden with the Chilean Collateral Trustee.
Camden will cause funds in the Camden O&M Account to be disbursed at any time to pay in the following
order of priority:
first, as instructed by Camden, the aggregate amount of O&M Costs previously invoiced to Camden and due and
payable during the current Transfer Period;
second, to pay the operating costs of Camden (Camden Operating Costs) due and payable during the current
Transfer Period; and
third, into the Revenue Account, to the extent any remaining funds in the Camden O&M Account exceed the O&M
Costs required to be deposited therein.
Camden will not make or direct the Secured Party Trustees to make, and the Secured Party Trustees will
not make, any withdrawal from the Camden O&M Account to pay Camden Operating Costs to the extent that the
aggregate amount of all requested withdrawals from the Camden O&M Account to pay Camden Operating Costs in
any semi-annual budgetary period exceeds 115% of the amount budgeted for Camden Operating Costs for such
semi-annual budgetary period as set forth in the then-current semi-annual expense budget applicable to Camden
Operating Costs (the Camden Expense Budget) completed by Camden and submitted to the Secured Party
Trustees unless Camden has delivered to the Secured Party Trustees an Officers Certificate executed by its
respective chief financial officer and chief executive officer setting forth, in reasonable detail, the purpose and
nature of such exceptional Camden Operating Costs and certifying that such exceptional Camden Operating Costs
are reasonable and necessary and are required to maintain the operations of Camden or to satisfy a legal obligation,
that such Camden Operating Costs have been incurred, and such payment, when made, will be, in compliance with
all other provisions of the Indenture, including the covenants described under Limitations on Restricted
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Payments and Limitations on Affiliate Transactions, and that such exceptional Camden Operating Costs have
been or will be incurred in good faith and on an arms-length basis.
In any case, Camden will also deliver to the Secured Party Trustees, within ten days after the end of each
fiscal quarter, an Officers Certificate certifying (i) all Camden Operating Costs incurred and paid during the
applicable fiscal quarter, attaching an account statement, (ii) certifying that such Camden Operating Costs were
incurred and paid in compliance with all applicable provisions of the Indenture, including the covenants described
under Limitations on Restricted Payments and Limitations on Affiliate Transactions, and (iii) reconciling
the balance of the Camden O&M Account to the O&M Costs invoiced to Camden and the Camden Operating Costs
due and payable during such period.
Deposits of Funds to and Distribution of Funds from the Overhaul Accounts
The required balance of each Overhaul Account will be adjusted on each Transfer Date thereafter so that
such amount at such time will equal the Overhaul Costs reasonably expected to be expended over the next one
month following such Transfer Date on a rolling basis. The Overhaul Accounts will be maintained in Chile by the
Concessionaires with the Chilean Collateral Trustee.
The Concessionaires will cause funds in each Overhaul Account to be disbursed at any time to pay in the
following order of priority:
first, as instructed by each Concessionaire, the portion of Overhaul Costs due and payable during the current
Transfer Period;
second, between the Overhaul Accounts as determined by the Concessionaires to be necessary; and
third, into the Revenue Account, to the extent any remaining funds in the Overhaul Accounts exceed the Overhaul
Costs required to be deposited therein.
Trustees will not make, any withdrawal from either Overhaul Account to the extent that the aggregate amount of all
requested withdrawals from such Overhaul Account to pay Overhaul Costs in any semi-annual budgetary period
exceeds 115% of the then-current semi-annual overhaul budget applicable to each Concessionaire (the Overhaul
Budget) completed by the Concessionaires and submitted to the Secured Party Trustees unless such Concessionaire
has delivered to the Secured Party Trustees an Officers Certificate executed by its respective chief financial officer
and chief executive officer setting forth, in reasonable detail, the purpose and nature of such exceptional Overhaul
Costs and certifying that such Overhaul Costs are reasonable and necessary and are required to maintain the safe and
economic operation of the Bus Network or to avoid a breach of or default under the Operating Agreements, that
such Overhaul Costs have been incurred, and such payment, when made, will be, in compliance with all other
provisions of the Indenture, including the covenants described under Limitations on Restricted Payments,
Limitations on Affiliate Transactions and CAPEX Costs, and that such Overhaul Costs have been or will be
incurred in good faith and on an arms-length basis.
In any case, the Concessionaires will also deliver to the Secured Party Trustees, within ten days after the
end of each fiscal quarter, an Officers Certificate certifying all Overhaul Costs incurred and paid during the
applicable fiscal quarter, attaching an account statement, and certifying that such Overhaul Costs were incurred and
paid in compliance with all applicable provisions of the Indenture, including the covenants described under
Limitations on Restricted Payments, Limitations on Affiliate Transactions, and CAPEX Costs.
Subject to the foregoing, unless otherwise instructed by the Controlling Party in a notice of acceleration,
the Concessionaires may cause funds in each Overhaul Account to be transferred to and from the respective
Overhaul Transaction Checking Account at any time to pay Overhaul Costs; provided that, the aggregate amount
deposited in the Overhaul Transaction Checking Accounts may not exceed at any time the lesser of (i) U.S.$12.0
million (considered together with the aggregate amount deposited in the O&M Transaction Checking Accounts) and
(ii) the sum of Overhaul Costs that will be paid in the following seven calendar days from the Overhaul Transaction
Checking Accounts, plus any outstanding checks issued from such account that have not yet been paid plus U.S.$3.0
million. The Controlling Party may, together with the delivery of a notice of acceleration to the Concessionaires
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and the Trustee in accordance with the Indenture, request the Trustee to instruct the Chilean Collateral Trustee to
transfer all amounts deposited in the Overhaul Transaction Checking Accounts to the Overhaul Accounts, at which
time the Concessionaires will not make further transfers to the Overhaul Transaction Checking Accounts unless such
notice of acceleration is rescinded in accordance with the Indenture. The Overhaul Transaction Checking
Accounts will be deemed sub-accounts of the Overhaul Accounts and subject to the same aggregate limits, reporting
and certification obligations.
Deposits of Funds to and Distribution of Funds from the Payment Account
The Concessionaires will deposit or cause to be deposited into the Payment Account all amounts required
to be transferred thereto from the Revenue Account and payments due by the New Notes Hedge Counterparties to
the Concessionaires under the New Notes Hedge Agreements. The Payment Account will be maintained in New
York by the Concessionaires with the U.S. Collateral Trustee.
The Concessionaires will instruct the U.S. Collateral Trustee to disburse funds in the Payment Account on
each Payment Date (or payment dates under the New Notes Hedge Agreements) in the following order of priority:
first, pro rata to the Noteholders and the New Notes Hedge Counterparties, respectively, the aggregate amount (i) of
the Scheduled Principal Amount, accrued interest, Additional Amounts, if any, and any other payment due and
payable under the New Notes in the order of priority set forth in the Indenture on such Payment Date, and (ii) of the
Contingent Hedge Payments and Accelerated Hedge Payments due and payable under the New Notes Hedge
Agreements on the applicable payment dates; and
second, into the Revenue Account, to the extent any remaining funds in the Payment Account exceed the amounts
Deposits of Funds to and Distribution of Funds from the Additional Payment Accounts
The Concessionaires will deposit or cause to be deposited into any Additional Payment Account all
amounts required to be transferred thereto from the Revenue Account and payments due by any Hedge Counterparty
to the Concessionaires under any foreign exchange contract, currency swap agreement or other similar agreement or
arrangement entered into in connection with any Senior Indebtedness (other than the New Notes). The Additional
Payment Account will be maintained as provided for under the applicable instruments. The Concessionaires will
instruct the collateral agent thereunder to disburse funds in the Additional Payment Account on each applicable
payment date in the following order of priority:
first, pro rata to any Hedge Counterparty and the creditors under any other Senior Indebtedness, the aggregate
amount (i) of the Contingent Hedge Payment due and payable with respect thereto on the applicable payment date,
and (ii) due and payable under such other Senior Indebtedness on the applicable payment date; and
second, into the Revenue Account, to the extent any remaining funds in the Additional Payment Accounts exceed
the amounts required to be deposited therein.
Any such Additional Payment Accounts may not provide for more favorable benefits or be on more
favorable terms to the creditors under such other Senior Indebtedness than the Payment Account to the Noteholders
and the Hedge Counterparty, as determined by the boards of directors of the Concessionaires in good faith.
Deposits of Funds to Volvo Accounts
The Concessionaires will deposit or cause to be deposited into the Volvo Accounts all amounts required to
be transferred thereto from the Revenue Account. The Concessionaires will instruct the banking institution that
holds the Volvo Accounts to disburse funds in the Volvo Accounts on each applicable payment date in the following
order of priority:
first, to Volvo, the aggregate amount of all payments then due and payable to Volvo; and
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second, into the Revenue Account, to the extent any remaining funds in the Volvo Accounts exceed the amounts
Any such Volvo Accounts may not provide for more favorable benefits or be on more favorable terms to Volvo than
the Payment Account to the Noteholders and the Hedge Counterparty, as determined by the boards of directors of
the Concessionaires in good faith.
Deposits of Funds to and Distribution of Funds from the Excess Cash Redemption Account
The Concessionaires will deposit or cause to be deposited into the Excess Cash Redemption Account all
amounts required to be transferred thereto from the Revenue Account. The Excess Cash Redemption Account will
be maintained in New York by the Concessionaires with the U.S. Collateral Trustee.
The Concessionaires will instruct the U.S. Collateral Trustee to disburse funds in the Excess Cash
Redemption Account on each Excess Cash Redemption Date in the following order of priority:
first, to the Noteholders, in an amount equal to the Excess Cash Redemption due on such Excess Cash Redemption
Date; and
second, into the Revenue Account, to the extent any remaining funds in the Excess Cash Redemption Account
exceed the amounts required to be deposited therein.
Deposits of Funds to and Distribution of Funds from the Shareholder Distribution Account
The Concessionaires will deposit or cause to be deposited into the Shareholder Distribution Account all
amounts required to be transferred thereto from the Revenue Account. The Shareholder Distribution Account will
be maintained in New York by the Concessionaires with the U.S. Collateral Trustee.
The Concessionaires will instruct the U.S. Collateral Trustee to disburse funds in the Shareholder
Distribution Account on each Transfer Date or each Excess Cash Redemption Date in the following order of
priority:
first, on the first Transfer Date that occurs on or following the First Sharing Trigger Date, to the Principal
Shareholder, in an amount up to any Catch-Up Payments permitted to be made as a result of the occurrence of the
First Sharing Trigger Date;
second, on any Transfer Date, to the Principal Shareholder, in an amount equal to (i) any Postponed Payments
permitted to be made on such Transfer Date and (ii) the Initial Periodic Distribution payable on such Transfer Date;
third, on any Payment Transfer Date, to the Principal Shareholder, in an amount equal to any Periodic Distributions
and Further Concession Distributions permitted to be made on such Payment Transfer Date;
fourth, on any Excess Cash Redemption Date, to the Principal Shareholder, in an amount equal to any Management
Incentive Fees permitted to be paid on such Excess Cash Redemption Date; and
fifth, into the Revenue Account, to the extent any remaining funds in the Shareholder Distribution Account exceed
the amounts required to be deposited therein or the amount permitted to be disbursed therefrom.
Affirmative Covenants of the Issuer and the Guarantors
Pursuant to the Indenture, the Issuer and the Guarantors, as applicable, will agree to the following:
Maintenance of Corporate Existence
The Issuer and each Guarantor will maintain and preserve its existence as a company in the place of its
respective formation, except as permitted by the covenant described under Limitations on Consolidation, Merger or
Transfer of Assets.
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Compliance with Legal Requirements
The Issuer and each Guarantor will, to the extent applicable to them, own, lease, operate and maintain the
Bus Network and any Permitted Business in compliance with all applicable law, including without limitation
Corrupt Practices Laws, and comply with, all governmental authorizations required for the ownership, construction,
financing, maintenance or operation of the Bus Network and any Permitted Business, except in each case where the
failure to do so could not be reasonably expected to result in a Material Adverse Change.
Maintenance of Properties
The Issuer and each Guarantor will, to the extent applicable to them, obtain and maintain in force good and
valid title and/or rights to such properties as are necessary for (a) the maintenance and operation of the Bus Network
and any Permitted Business, and (b) the use of its property, assets and revenues, except in each case where the
failure to do so could not be reasonably expected to result in a Material Adverse Change, in each case in compliance
with and except as otherwise limited by Negative CovenantsCAPEX Costs and any other provisions set forth
in the Indenture.
Repayment of Obligations
The Issuer and each Guarantor will pay, discharge or otherwise satisfy all its payment obligations of
whatever nature, except where the amount or validity thereof is currently being contested in good faith, and except
where the failure to do so could not be reasonably expected to result in a Material Adverse Change.
Maintenance of Insurance
Each Concessionaire and Camden will: (a) maintain all insurance, with its current insurers or financially
sound and reputable insurers, required under the Concessions in accordance with the requirements set forth therein;
(b) maintain all other insurance in respect of any material risk, with its current insurers or financially sound and
reputable insurers, that is otherwise required by any applicable law and that is generally accepted as customary in
regard to property and business of like character; and (c) make all premium and other payments due in respect of the
required insurance policies promptly when due and take such other action as may be necessary to cause such
policies to be in full force and effect at all times. All insurance proceeds required to be deposited in any Account
will be applied solely as set forth in the Indenture.
Operation and Maintenance
Each Concessionaire will use, operate and maintain the Bus Network and any Permitted Business (a) in
good working order and condition and in accordance with the Concession Agreements and prudent industry
practices, and (b) in a manner that ensures the conditions set forth in any warranty provisions provided by any
manufacturer, supplier, vendor or licensor of any equipment or process incorporated into the Bus Network and any
Permitted Business (whether in such manufacturers, suppliers, vendors or licensors operating manuals or
otherwise) are not violated, in each case except where the failure to do so could not be reasonably expected to result
in a Material Adverse Change.
Budgets
Prior to the beginning of each fiscal year, each Concessionaire will deliver to the Trustee:
(a) an annual budget (the Annual Budget) for such upcoming fiscal year, including budgeted statements
of income and sources and uses of cash (including without limitation any Restricted Payment) and
balance sheets; each Annual Budget will contain good faith estimates of the revenues, capital
expenditures (including buses, technology and infrastructure), overhaul expenses, expenses and
projected working capital requirements of the Concessionaires and any Permitted Business for each
calendar quarter covered by such Annual Budget based on each Concessionaires good faith
projections at such time; and
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(b) a three-year budget (the Three-Year Budget) covering the next succeeding three fiscal years; each
Three-Year Budget will contain good faith estimates of the capital expenditures (including buses,
technology and infrastructure), overhaul expenses, expenses and projected working capital
requirements of the Concessionaires and any Permitted Business for each fiscal year covered by such
Three-Year Budget based on each Concessionaires good faith projections at such time.
In addition, prior to the beginning of each quarterly or semi-annual budgetary period, as applicable, each
Concessionaire will deliver to the Trustee the Expense Budget, Overhaul Budget and the CAPEX Budget for such
period. Such quarterly or semi-annual budgets will be in a form agreed upon by the Issuer, Guarantors, the Secured
Party Trustees and attached to the Indenture. Once delivered to the Trustee, such quarterly or semi-annual budgets
will not be amended or replaced.
Base Case Model
Concurrently with the submission of each Annual Budget and any amendment thereto, the Concessionaires
will provide an updated version of its base case financial projections that is substantially in the form of the Base
Case Model and consistent with the Annual Budget.
In addition, the Concessionaires will deliver to the Trustee, promptly, and in any event (a) within thirty
days after a material change (which change must be reasonably justified) to one or more assumptions in the Base
Case Model, written notice of such change(s) and (b) within 90 days after the end of each fiscal year, (i) a written
and electronic update of all changed assumptions (if any) in the Base Case Model from the immediately preceding
calendar year, together with the underlying assumptions (including, without limitation, assumptions regarding
demand, revenue formula variables and expenses), each certified by an Officer of each Concessionaire as having
been prepared in good faith.
Accounts
The Issuer and the Guarantors, as applicable, will establish and maintain the Accounts.
Compliance with Concessions
Each Concessionaire will comply with the provisions of and perform all obligations under the Concession
Agreements and maintain and enforce its rights thereunder, except in each case where the failure to do so could not
be reasonably expected to result in a Material Adverse Change.
Books and Records
The Issuer and each Guarantor will: (a) maintain internal accounting, management information and cost
control systems adequate to ensure compliance with applicable law (including Corrupt Practices Laws) and
(b) maintain books, accounts and records in compliance with all applicable law, and, with respect to financial
statements, in accordance with GAAP or other accounting principles that may be applicable to the Issuer or each
Guarantor, consistently applied.
Notices
The Issuer and the Guarantors will provide written notice to the Secured Party Trustees and the
Noteholders promptly, and no later than three days, after any Officer of the Issuer or any Guarantor becomes aware
of any of the following:
(a) the occurrence of an Event of Default, Material Adverse Change, Termination Event or Expropriatory
Action;
(b) any notice published by the Chilean government or the Ministry announcing the opportunity to bid for,
or engage in negotiations for a direct deal for, the right to operate the Concessions;
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(c) any Concession Extension or any Further Concession Extension, including the terms and conditions
thereof;
(d) any replacement, termination, cancelation, nullification, rescission or revocation of, or material
amendment to, any Transaction Document (and any new Operating Agreement entered into in
connection therewith or related thereto) attaching an Officers Certificate executed by the
Concessionaires chief financial officers and chief executive officers setting forth, in reasonable detail,
the reason, nature and effects of such action and stating whether such action could reasonably be
expected to result in a Material Adverse Change and the basis for their conclusion; provided, however,
that the Issuer and each Guarantor will provide to the Secured Party Trustees and the Noteholders
written notice of any amendment (other than a material amendment) to any Transaction Document
made during a fiscal quarter within ten days after the end of such fiscal quarter attaching the Officers
Certificate referred to above;
(e) any initiation of litigation, claims, investigations, judicial or arbitral proceedings (including, without
limitation, with respect to environmental matters) involving such Concessionaire that it reasonably
expects to result in a Material Adverse Change;
(f) any cancellation or material change in or any notice of non-payment of premiums with respect to any
insurance policy required to be maintained under the Indenture;
(g) any event of force majeure claimed by any Person under any Transaction Document that is reasonably
expected to result in a Material Adverse Change;
(h) any event or occurrence that reasonably could be expected to render the Issuer or any Guarantor
incapable of, or prevent the Issuer or any Guarantor from, meeting any of its material obligations under
any Transaction Document;
(i) any amendment to any Transaction Document (when such amendment requires the consent of the
Controlling Party pursuant to the Indenture);
(j) any proceeding or threat to initiate a proceeding that could reasonably be expected to result in a
Termination Event or Expropriatory Action;
(k) any Lien on the assets or property of the Issuer or any Guarantor (other than Permitted Liens);
(l) prior to adoption thereof, any proposed material change in the nature or scope of the Bus Network,
Permitted Business or the business or operations of the Issuer or any Guarantor that is proposed for
adoption by the Board of Directors thereof;
(m) receipt by either Concessionaire of written notice of any noncompliance with or any suspension,
termination or non-renewal of a governmental authorization or other license or authorization necessary
for the performance by the each Concessionaire of its material obligations under any Transaction
Document;
(n) any ongoing strike, slowdown or work stoppage by the employees of the Concessionaires or any other
person affiliated with the Bus Network or any Permitted Business that is reasonably expected to result
in a Material Adverse Change;
(o) any decision by either Concessionaire to cease or suspend all or substantially all operations of the Bus
Network or any Permitted Business; and
(p) any material dispute under the Concessions that either Concessionaire reasonably expects to result in
the appointment of an arbitrator thereunder;
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provided that, the Issuer may provide such written notice on behalf of any Guarantor.
Quarterly Reports
On December 10, March 10, June 10 and September 10 of each year, the Issuer and the Guarantors will
provide the Secured Party Trustees and the Noteholders with a quarterly report (the Quarterly Report) setting forth
the following:
(a) the balance in each of the Accounts as of the last day of the Reporting Period most recently ended;
(b) certification as to whether any Event of Default has occurred and/or is occurring during the Reporting
Period most recently ended;
(c) for the Quarterly Reports delivered on June 10 and December 10 of each year, for the Reporting
Periods ended May 30 and November 30, a detailed set of information which is necessary for, and
relevant to, the distributions on the next Payment Transfer Date, that is capable of determination as of
the date of preparation of such Quarterly Report; and
(d) complete information as to the distributions made in the Reporting Period most recently ended,
specifying the aggregate amount of payments made per category at each level of payment priority
under the Indenture.
The Quarterly Reports will be in a form agreed upon by the Issuer, Guarantors and the Secured Party
Trustees and attached to the Indenture.
Financial Statements
The Issuer and each Guarantor will, upon request, furnish to the Noteholders and to prospective purchasers
of New Notes any information required to be delivered pursuant to the Securities Act and the rules thereunder so
long as the New Notes are not freely transferable under the Securities Act. In addition, so long as the New Notes
remain outstanding, each Concessionaire (or, if the Concessionaires are consolidated, the Issuer) will provide the
Trustee and the Noteholders with:
(a) annual information in English consisting of (i) such Concessionaires annual audited consolidated
financial statements prepared in accordance with GAAP, or, if required under GAAP or if the Issuer so
elects, annual audited consolidated financial statements combining the Concessionaires including a
report thereon by such Concessionaires (or, if the Concessionaires are then consolidated, the Issuers)
certified independent auditors, (ii) a managements discussion and analysis of financial condition and
results of operations for that period, and (iii) a Compliance Certificate, all of which shall be provided
no more than 90 days following the end of the related fiscal year; and
(b) periodic information in English consisting of (i) quarterly consolidated financial statements of such
Concessionaire prepared in accordance with GAAP, (or, if required under GAAP or if the Issuer so
elects, unaudited quarterly consolidated financial statements combining the Concessionaires) which
may be unaudited, for the three-month periods ending March 31, June 30 and September 30 of each
year, (ii) a managements discussion and analysis of financial condition and results of operations for
that period, and (iii) a Compliance Certificate, all of which shall be provided no more than 75 days
following the end of the related quarter; provided that such quarterly information may consist of, and
be in the same format as, the information (translated into English) that would be required to be
provided to the Chilean regulatory authorities on a quarterly basis by companies that are required to
report quarterly;
provided, in each case, that the Concessionaires will not be required pursuant to this paragraph to provide
disclosure which is qualitatively more explicit or precise than that which is provided in this Offering
Memorandum.
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Visits and Inspections
Once per year, each Concessionaire will permit representatives of the Trustee and one representative of the
Controlling Party, upon reasonable notice and at reasonable times, to visit and inspect properties related to its
operations and the business, accounts, operations, properties and financial and other conditions of the
Concessionaires with Officers of the Concessionaires. At any time when an Event of Default has occurred and is
continuing, each Concessionaire will permit representatives of the Trustee and one representative of the Controlling
Party, upon reasonable notice and at reasonable times, to (a) visit and inspect the properties related to its operations,
(b) examine or audit and make abstracts from any of its books, accounts and records and to make copies and
memoranda thereof, and (c) discuss the business, accounts, operations, properties and financial and other conditions
of the Concessionaires with Officers and employees of the Concessionaires and (to the extent the auditors agree to
participate) with their auditors. Upon reasonable notice and at reasonable times, each Concessionaire will grant the
Trustee and one representative of the Controlling Party access to all new contracts that such Concessionaire has
entered into and all new amendments to any contract, including any transaction with affiliates.
The rights of the MTT Observer and the Board Observer are in addition to the rights under this paragraph,
and the exercise of rights by the MTT Observer or the Board Observer shall not count the exercise by the Trustee or
the Controlling Party of rights under this paragraph.
Taxes
The Issuer and each Guarantor will timely pay and discharge or cause to be paid and discharged all material
Taxes imposed upon the Issuer, such Guarantor or its respective income or profits or any of the Collateral, all
material utility and other governmental charges incurred in the ownership, operation, maintenance, use, occupancy
and upkeep of the Bus Network or any Permitted Business that, if unpaid, would become a Lien (other than a
Permitted Lien) upon the Collateral, or upon any part thereof, except if such charge or claim is being contested in
good faith by appropriate proceedings and if such reserves or other appropriate provision, if any, as shall be required
by GAAP shall have been made therefor.
Termination Event or Expropriatory Action
If a Termination Event or Expropriatory Action is threatened in writing with respect to all or any material
portion of the Bus Network, the Concessionaires (a) will diligently contest such claim or proceeding if, in the
Concessionaires reasonable judgment, they have a legal basis to do so and (b) will not, without the written consent
of the Controlling Party, compromise or settle any claim against the relevant government instrumentality.
If a Termination Event or Expropriatory Action occurs, the Concessionaires (a) will diligently pursue all
rights to compensation against the relevant governmental instrumentality in respect of such Termination Event or
Expropriatory Action, (b) will not compromise or settle any claim against such governmental instrumentality
without the written consent of the Controlling Party and (c) will pay or apply all amounts or proceeds in respect of
such Termination Event or Expropriatory Action in accordance with the Indenture. The Concessionaires will
consent to the participation of the Trustee acting for the benefit of the Noteholders in any proceedings regarding a
Termination Event or Expropriatory Action, or a threatened Termination Event or Expropriatory Action.
Cash Flow
The Issuer and each Guarantor will instruct each Person remitting cash to or for the account of the Issuer or
such Guarantor to deposit such cash in accordance with the terms of the Indenture and will otherwise comply with
its covenants and agreements in the Finance Agreements.
Subordination of Obligations to Affiliates
The Issuer and each Guarantor will cause all obligations owed by the Issuer or a Guarantor to an affiliate of
the Issuer or a Guarantor to be unsecured and subordinated in right of payment to the New Notes or the Guarantee of
such Guarantor in any liquidation, reorganization or other insolvency proceeding.
Minimum Cash Maintenance
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In accordance with the Excess Cash Redemption procedures, the Issuer shall maintain an aggregate amount of
cash in the Company Accounts (the Cash Balance) that is not less than U.S.$5 million; provided that, to the extent
that the transfer of any amount to the Shareholder Distribution Account on any date would result in the Cash
Balance being less than U.S.$5 million (after giving effect to Reconciliation), such transfer will be postponed until
the next Transfer Date on which the Issuer can make such transfer in compliance with this covenant.
Repair Payments
When the Concessionaires experience losses they reasonably believe to be covered by an insurance policy
in effect (except for deductibles), they may make Repair Payments subject to the following:
(a) in the event that any Repair Payment is not reasonably expected to exceed U.S.$1.0 million, the
Concessionaires may transfer funds from the Revenue Account to the O&M Accounts and disburse
funds in the O&M Accounts to cover such Repair Payment irrespective of the time that the insurance
proceeds are received in the Revenue Account;
(b) in the event that any Repair Payment is reasonably expected to exceed U.S.$1.0 million but is not
reasonably expected to exceed U.S.$25.0 million, subject to the delivery by the Concessionaires to the
Trustee of an Officers Certificate setting forth, in reasonable detail, the purpose and nature of such
Repair Payment, that such Repair Payment will be in compliance with all other provisions of the
Indenture, including the covenants described under Limitations on Restricted Payments,
Limitations on Affiliate Transactions and CAPEX Costs, and that it will be used in good faith
and on an arms-length basis, the Concessionaires may transfer funds from the Revenue Account to the
O&M Accounts and disburse funds in the O&M Accounts to cover such Repair Payment irrespective
of the time that the insurance proceeds are received in the Revenue Account;
(c) in the event that the Repair Payment is reasonably expected to exceed U.S.$25.0 million, the Repair
Payment may not be made prior to the receipt of insurance proceeds except pursuant to (d) below;
within 180 days after the receipt of any such insurance proceeds in the Revenue Account, the
Concessionaires will apply an amount equal to such proceeds at their option: (i) to invest, or to enter
into a binding agreement to invest within 30 days, in Replacement Assets; (ii) to repay any Senior
Indebtedness other than the New Notes and the New Notes Hedge Agreements, if such Senior
Indebtedness is secured by Liens on the assets replaced by such Replacement Assets and either (A)
such assets constitute Collateral and such Liens are senior to the Liens securing the New Notes or (B)
such assets do not constitute Collateral, and, in the case of any such Senior Indebtedness which
constitutes a revolving credit facility, to cause the related loan commitment (if any) to be permanently
reduced in an amount equal to the principal amount so prepaid, repaid or purchased; (iii)] to make an
offer to purchase New Notes at 100% of the principal amount thereof plus accrued interest; or (iv) a
combination of (i) through (iii). Any such Repair Payment proceeds so deposited in the Revenue
Account will not be subject to the order of priority set forth under Deposits of Funds to and
Distribution of Funds from the Revenue Account above, but they will be segregated and applied in
due time to the purposes provided for from (i) through (iv) above subject to the delivery by the
Concessionaires to the Trustee of an Officers Certificate setting forth, in reasonable detail, the purpose
and nature of such Repair Payment, that such Repair Payment will be in compliance with all other
provisions of the Indenture, including the covenants described under Limitations on Restricted
Payments and Limitations on Affiliate Transactions, and that it will be used in good faith and on
an arms-length basis; in addition, any purchase of Replacement Assets with such insurance proceeds
will not be subject to the covenant restrictions applicable to CAPEX Costs; and
(d) irrespective of the amount of the Repair Payment and irrespective of any Event of Default, if such
Repair Payment has been funded with common equity for cash issued by, or cash capital contributions
made to, the Concessionaires in anticipation of their receiving insurance proceeds, subject to the
delivery by the applicable Concessionaire to the Trustee of an Officers Certificate setting forth, in
reasonable detail, the purpose and nature of such Repair Payment and that it has been so funded into
the Revenue Account, that such Repair Payment will be in compliance with all other provisions of the
Indenture, including the covenants described under Limitations on Restricted Payments and
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Limitations on Affiliate Transactions, and will be used in good faith and on an arms-length basis, the
Concessionaires may disburse funds in the Revenue Account to cover such Repair Payment. Any
proceeds so deposited in the Revenue Account will not be subject to the order of priority set forth
under Deposits of Funds to and Distribution of Funds from the Revenue Account above. Upon
receipt of the insurance proceeds corresponding to such Repair Payment in the Revenue Account,
subject to the delivery by the Concessionaires to the Trustee of an Officers Certificate setting forth the
purpose and nature of the withdrawal, the Concessionaires may use such funds in the Revenue Account
to return such common equity or cash capital contributions to the extent of the insurance proceeds
received in the Revenue Account for that Repair Payment (which shall not be considered a Restricted
Payment), with any remaining balance payable in accordance with the Indenture and the order of
priority set forth therein; provided that no such repayment or return may be made, even after receipt of
the insurance proceeds corresponding to such Repair Payment in the Revenue Account, during the
period that an Event of Default is continuing.
In each case, the Concessionaires will deliver to the Trustee, within ten days after the end of each fiscal
quarter, an Officers Certificate certifying all such Repair Payments paid during the applicable fiscal quarter and
attaching an account statement.
Perfection of Security Interests under Chilean Security Documents
The Issuer and the Guarantors, as applicable, shall, as promptly as practicable, (a) register in the relevant
registries or offices, the relevant recording information for each of the Chilean Security Documents required to be so
registered for the priority and perfection of the security interests granted by such documents, (b) deliver any notices
in the form of judicial notifications or acceptances to third parties for each of the Chilean Security Documents which
requires such notification for the priority and perfection of the security interests granted by such documents,
(c) subject to Permitted Liens, cause a valid and fully perfected first priority security interest (other than the
Excluded Depot Mortgage, which will be a second priority security interest) in and lien upon the properties and
rights covered by the Chilean Security Documents in favor of the Noteholders and the New Notes Hedge
Counterparties to be created and (d) deliver to the Chilean Collateral Trustee a certified copy of (i) the certificate of
registration for the Mortgages and each of the Chilean Security Documents which are required to be so registered,
(ii) any notices to third parties for each of the Chilean Security Documents which requires such notification;
provided that, in any event the Issuer and the Guarantors, as applicable, shall have performed each of its obligations
hereunder no later than 45 days after (A) the Issue Date, with respect to Collateral owned on the Issue Date and
(B) the date of acquisition, in respect of Collateral acquired after the Issue Date. If at any time prior to the creation
of the security interest described above, in the reasonable judgment of the Chilean Collateral Trustee, the Issuer and
the Guarantors, as applicable, cannot be reasonably expected to satisfy their respective obligations as and when
provided under the immediately preceding sentence, the Chilean Collateral Trustee may (but shall not be required
to) instruct their attorney-in-fact to register or publish (as applicable) any Chilean Security Documents in favor of
the Chilean Collateral Trustee for the benefit of the Noteholders and the New Notes Hedge Counterparties, and any
related expenses shall be paid for by the Issuer and the Guarantors.
Creation and Perfection of Money Pledges
On the Issue Date, on each date funds are deposited in the Revenue Account from the AFT and on any date
funds in excess of U.S.$1.0 million are deposited in any Chilean Accounts (other than the Transaction Checking
Accounts), the Chilean Collateral Trustee will create and perfect a Chilean Money Pledge on such Chilean Accounts
(other than the Transaction Checking Accounts) in accordance to a schedule to the applicable account agreement,
which schedule shall be amended from time to time as the Secured Party Trustees may reasonably request in order to
reflect any change in the requirements of registration, publication, notification, annotation and other applicable
procedures required to create or perfect such security interest under Chilean Law. The Chilean Collateral Trustee
shall take all actions required to be taken by it in order to accomplish the foregoing in accordance with the schedule,
and shall otherwise have no duty or liability with respect to the perfection or creation of the Money Pledges.
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Submission of Bids for Further Concession Extension
Prior to the expiration of each of the Concession Agreements, each of the Concessionaires, as the case may
be, shall submit a bid for a Further Concession Extension in any public bid process conducted by the government of
the Republic of Chile to award the right to operate, upon the expiration of the applicable Concession Agreement,
whether or not a Concession Extension was previously obtained, the Concession that the Concessionaire then
operates (a Public Bid Process). Furthermore, if the government of the Republic of Chile does not conduct a
Public Bid Process prior to the expiration of any Concession Agreement and is open to negotiating a direct deal
with the Concessionaires, as applicable, for the Concession then operated by such Concessionaire, such
Concessionaire will negotiate with the government in good faith to obtain a new or further extended Concession
Agreement through a direct deal (such process, a Direct Deal Negotiation). The Issuer and Express shall have
no obligation to submit a bid for a Further Concession Extension in a Public Bid Process or engage in any Direct
Deal Negotiation that would (a) require as a condition of the bid or of the direct deal further capital contributions
to the Concessionaires or (b) require any actions or omissions that would be prohibited by the terms of the
Indenture.
If the Concessionaires elect not to submit a bid in a Public Bid Process, the Concessionaires shall notify the
Trustee in writing of such intent on or prior to the date that is the later of (i) nine months prior to the relevant bid
date and (ii) two months after the bid documents are released (such written notice, the Election Not to Bid).
Promptly after its receipt of the Election Not to Bid, the Trustee shall notify the Chilean Collateral Trustee and the
Noteholders of the Election Not to Bid. At any time thereafter, or after the occurrence of any Default under this
covenant, the Chilean Collateral Trustee, at the direction of the Controlling Party, shall have the right (the Call
Right), pursuant to a call option agreement to be entered into by and among the Issuer, the Guarantors, the
Principal Shareholder and the Chilean Collateral Trustee on the Issue Date (the Call Option Agreement), to direct
the Principal Shareholder to, and the Principal Shareholder shall, in accordance with the terms and conditions of the
Call Option Agreement, transfer or cause the transfer of, in exchange for U.S.$1, 100% of the direct and indirect
Equity Interests in the Issuer and the Guarantors (the Transferred Equity), on an as-is, where-is basis, to any
Person designated by the Chilean Collateral Trustee, at the direction of the Controlling Party (such designated
Person, the Transferee).
The Call Option Agreement shall provide that (i) the Issuer, the Guarantors and the Principal Shareholder
(and its shareholders) shall (a) take reasonable steps to support the Transferee in obtaining the MTTs approval of
the proposed transfer of the Transferred Equity to the Transferee and (b) for a period of two weeks from the date on
which the Transferee acquires the Transferred Equity (such acquisition date, the Equity Transfer Date), cooperate
in good faith and assist the Transferee in facilitating the transition of the business to the Transferee, (ii) the
Noteholders, the Issuer and Guarantors, the Chilean Collateral Trustee and the Transferee shall not sue the Principal
Shareholder and its shareholders for actions taken by them in connection with the preceding clause (i), (iii) effective
as of the Equity Transfer Date, the Noteholders, the Issuer, the Guarantors, the Chilean Collateral Trustee and the
Transferee shall release the Principal Shareholder and its shareholders for actions taken in their capacities as
shareholders or directors of the Issuer and the Guarantors, other than for losses resulting from gross negligence,
fraud, willful misconduct or criminal activity and (iv) on the Equity Transfer Date, the Principal Shareholder and its
shareholders shall release all claims against the Issuer, the Guarantors, the Noteholders, the Chilean Collateral
Trustee and the Transferee, other than claims of the Principal Shareholder against the Issuer for Permitted
Management Payments that are or become due and payable pursuant to, and subject to the terms and conditions of,
the Indenture and for losses resulting from gross negligence, fraud, willful misconduct or criminal activity. The Call
Option Agreement shall be governed by Chilean law and shall grant to the Chilean Collateral Trustee an irrevocable
power of attorney to cause the transfer described in the Call Option Agreement, with or without the participation at
such time of the Principal Shareholder.
The Controlling Party shall have the right, at any time, to terminate the Call Right upon written notice to
the Issuer and the Trustee. The Controlling Party shall have no obligation to direct the Chilean Collateral Trustee to
exercise the rights set forth in this section, and the Chilean Collateral Trustee shall not exercise its rights under this
section unless directed by the Controlling Party.
From and after the Equity Transfer Date, the Noteholders will not amend the Indenture to reduce or
terminate Permitted Management Payments prior to the date of commencement of the Further Concession Extension
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(and shall not amend the Indenture to reduce or terminate accrued and unpaid Catch-Up Payment amounts and
Postponed Payment amounts until all Catch-Up Payments and Postponed Payments have been paid in full), and all
such Permitted Management Payments shall continue to be made to the Principal Shareholder following the Equity
Transfer Date subject to and in accordance with the terms and conditions set forth under the Indenture but
notwithstanding any other provision of the Indenture, no Permitted Management Payment shall be made from and
after the date (the Payment Termination Date) that would have been the Final Maturity Date prior to giving effect
to any Further Concession Extension (other than Catch-Up Payments and Postponed Payments in respect of unpaid
Catch-Up Payment amounts and unpaid Postponed Payment amounts, respectively, if any, in each case that were
accrued as of the Payment Termination Date, which shall continue to be paid as provided in the Indenture until paid
in full).
Observation Rights
MTT Observation Right
The Concessionaires shall:
permit an individual initially designated by holders of the New Notes holding a majority of the
aggregate outstanding principal amount of the New Notes (the MTT Observer) to attend any
meeting between the Concessionaires and the MTT where (i) the General Manager, General
Counsel or other executive officer of the relevant Concessionaire participates (an Executive
Representative) and (ii) there is any discussion of any extension, modification or replacement of
a Concession (a Key Meeting);
notify the MTT Observer as promptly as practicable in advance of any Key Meeting, and provide
the MTT Observer with copies of any documents to be provided to, or received from, the MTT in
advance of such Key Meeting; and
provide the MTT Observer with a monthly written summary of any discussions with MTT
officials relating to or impacting the Concession Agreements and/or the underlying Concessions.
Under the terms of his or her engagement, the MTT Observer will be required to provide two (2) days
prior notice of any and all meetings with the MTT not involving any Executive Representative, and shall be required
to permit, at the sole discretion of the Concessionaires, any Executive Representative to attend any such meeting
relating to the Concessionaires or Concession Agreements.
The MTT Observers rights shall be subject to the MTT Observers execution and delivery of a
confidentiality agreement with the Concessionaires, which shall permit the MTT Observer to speak with any
representative of a holder or beneficial owner of New Notes (a Holder Representative) who agrees to be bound by
a confidentiality agreement with the Concessionaires in a form reasonably acceptable to the Concessionaire and such
Holder Representative; provided that such confidentiality agreement shall obligate the Issuer or Guarantors to issue
a cleansing letter or otherwise publicly disclose information for the purpose of enabling a holder or beneficial
owner of New Notes to transfer any Notes only in respect of such information as may be mutually agreed among
such Holder Representative and the Issuer and Guarantors.
Board Observation Right
The Concessionaires shall:
permit an individual designated by holders of the New Notes holding a majority of the aggregate
outstanding principal amount of the New Notes as a non-voting observer (the Board Observer)
to attend meetings of the Board of Directors (and any committee thereof) of each of the
Concessionaires (each, a Board Meeting);
notify the Board Observer via e-mail at the same time as each other attendee in advance of any
Board Meeting, setting forth the subject(s) to be discussed, and provide the Board Observer with
hard or electronic copies of such notice and any documents provided to directors at the same time
that such materials are provided to the directors; and
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permit the Board Observer to inspect the books and records of the Issuer and the Guarantors at
reasonable times and upon reasonable notice.
The Board Observers Rights shall be subject to the Board Observers execution and delivery of a
confidentiality agreement with the Concessionaires which shall permit the Board Observer to speak with any Holder
Representative who agrees to be bound by a confidentiality agreement with the Concessionaires in a form
reasonably acceptable to the Concessionaires and Holder Representative. provided that such confidentiality
agreement shall obligate the Issuer or Guarantors to issue a cleansing letter or otherwise publicly disclose
information for the purpose of enabling a holder or beneficial owner of New Notes to transfer any Notes only in
respect of such information as may be mutually agreed among such Holder Representative and the Issuer and
Guarantors.
Compensation of Observers
The Issuer and the Guarantors shall pay the invoiced fees of each of the MTT Observer and the Board
Observer not to exceed, in the aggregate, CLP$3.0 million per month (or the then-highest monthly amount paid to
any member of the Board of Directors of either Concessionaire in his or her capacity as such), unless otherwise
agreed by the Issuer and/or the Guarantors and the MTT Observer and/or Board Observer, and shall reimburse the
reasonable and documented out-of-pocket expenses of the MTT Observer and Board Observer.
Replacement; Termination of Observers
Holders of the New Notes holding a majority of the aggregate outstanding principal amount of the New
Notes shall have the right to remove or replace the MTT Observer or the Board Observer upon 10 Business Days
written notice to the Trustee and the Concessionaires.
From and after the later of (i) the date of the commencement of operations by each of the Concessionaires
under the Further Concession Extension and (ii) the date on which the aggregate outstanding principal amount of the
New Notes is less than U.S.$200.0 million, the Issuer, by written notice to the Trustee, may terminate the MTT
Observer and the Board Observer. From and after the date of such notice, the MTT Observer and the Board
Observer shall no longer have the respective rights accorded to them and the Concessionaires shall have no further
obligations regarding the MTT Observer and the Board Observer, including any obligations to permit the
designation of any such MTT Observer or Board Observer, in each case other than the MTT Observers and the
Board Observers rights to receive, and the Concessionaires obligations to pay, invoiced fees and expenses relating
to the period prior to such notice.
Negative Covenants of the Issuer and the Guarantors
Pursuant to the Indenture, the Issuer and the Guarantors, as applicable, will agree to the following:
Incurrence of Indebtedness
The Issuer and the Guarantors will not incur, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise, with respect to (collectively, incur and an Incurrence) any Debt,
except that if (i) no Default or Event of Default has occurred and is continuing and (ii) prior to the applicable date on
which such Debt is to be incurred (the Incurrence Date), the Issuer and the Guarantors will have delivered to the
Trustee an Officers Certificate executed by the respective chief financial officer and chief executive officer of the
Issuer and the Guarantors certifying that: (x) as of the applicable Incurrence Date, and after giving effect to such
Incurrence, no Default or Event of Default has occurred and is continuing; (y) such Incurrence complies in all
respects with this clause; and (z) such Incurrence complies with all applicable laws, the Issuer or any Guarantor, as
applicable, may incur:
(a) Hedging Obligations for the purpose of fixing, hedging or swapping interest rate or foreign currency
exchange rate, in the ordinary course of business and not for speculative purposes, in respect of any
Senior Indebtedness; provided that in the case of any Hedging Obligations in respect of the New
Notes, such Hedging Obligations will be subject to the conditions described under Limitation on
New Notes Hedging Obligations;
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(b) Permitted Refinancing Indebtedness subject to compliance with the limitations in the definition
thereof;
(c) if a Concession Extension has been obtained, Vendor Financings (including guarantees of Vendor
Financing incurred by a Vendor Financing SPV), in each case if (i) the amount of such Vendor
Financing does not exceed the cost of the buses acquired, (ii) such Vendor Financing is incurred not
more than 90 days after the date of acquisition of such buses, (iii) the Cash Flow NPV for the period
from the date on which the bid is submitted through the Final Maturity Date after giving effect to the
relevant concession extension for which Vendor Financings are sought would exceed the Cash Flow
NPV for the period from the date on which the bid is submitted through the Final Maturity Date prior
to giving effect to the relevant concession extension, (iv) the Board of Directors of the Issuer makes a
good faith determination of such Cash Flow NPV values, and (v) the Issuer delivers to the Trustee an
Officers Certificate certifying such resolutions of the Board of Directors, attaching calculations
supporting such Cash Flow NPV calculations, and further certifying that such Vendor Financing
complies with all other applicable covenants in the Indenture; and
(d) (i) the Volvo Existing Financing as in effect on the Issue Date and (ii) additional Debt owed to Volvo
(Volvo Supplemental Financing) in a maximum aggregate principal amount under this clause (d)(ii)
at any one time outstanding not to exceed U.S.$7,500,000, which Debt (A) must be unsecured, (B)
must not be in an amount in excess of the cost of the parts, equipment and related services purchased,
(C) must be incurred contemporaneously with the purchase of such parts and equipment or the
rendering of such services, and (D) must be on terms and conditions that are not, taken as whole,
materially less favorable to the Concessionaires than the Volvo Existing Financing.
Limitations on Restricted Payments
The Issuer and the Guarantors will not make any Restricted Payments except Permitted Management
Payments.
Permitted Management Payments means each of the following Restricted Payments, each of which may
be made only if, at the time of such Restricted Payment, no Payment Event of Default has occurred and is
continuing:
Restricted Payments (Periodic Distributions) not to exceed:
if the Restructuring is consummated on or prior to December 1, 2014, U.S.$565,200 on the
Payment Transfer Date occurring on December 15, 2014;
if the Restructuring is consummated after December 1, but on or prior to December 17, 2014,
U.S.$565,200 on the Transfer Date occurring on December 31, 2014;
if the Restructuring is consummated after December 17, but on or prior to December 31,
2014, U.S.$565,200 on the Transfer Date occurring on January 15, 2015;
(any such Periodic Distribution, the Initial Periodic Distribution); and
in respect of each calendar year, starting with 2015, U.S.$2,250,000 per year (prorated for
any partial years), payable in equal installments semi-annually in arrears on each Payment
Transfer Date beginning on June 15, 2015;
provided that in the event a Concession Extension is granted, the amount of Periodic Distributions
payable from the date the Concession Extension is granted shall increase to U.S.$2,750,000 per
year (other than for 2014), which amount shall be prorated for any partial years; and provided,
further, that in the event a Further Concession Extension is granted, the amount of Periodic
Distributions payable from the later of (i) the date of the commencement of operations by each of
the Concessionaires under the Further Concession Extension and (ii) the date on which the
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aggregate outstanding principal amount of the New Notes is less than U.S.$200.0 million, shall
increase to U.S.$3,500,000 per year (prorated for any partial years).
If a Further Concession Extension is obtained with a termination date of April 22, 2023 or later, a Restricted
Payment (the Further Concession Distribution), in the amount of U.S.$3,000,000 for each year of extension
beyond 2021, which Restricted Payment may be made on or after (but not before) the later to occur of (a) the
commencement of operations by each of the Concessionaires under such new or further extended Concession
Agreements and (b) October 22, 2021.
On and following the occurrence of the First Sharing Trigger Date, Restricted Payments (Catch-Up
Payments) in an aggregate amount, not to exceed:
if the First Sharing Trigger Date occurs prior to the Second Sharing Trigger Date, an amount
equal to 15% of the aggregate Excess Cash from the Issue Date through the First Sharing
Trigger Date (but in no event in excess of the Management Incentive Fee Cap for each year or
part thereof); or
if the First Sharing Trigger Date occurs on or after the Second Sharing Trigger Date, an
amount equal to the sum of the following (but in no event in excess of the Management
Incentive Fee Cap for each year or part thereof):
15% of the aggregate Excess Cash from the Issue Date through the Second Sharing
Trigger Date; and
25% of the aggregate Excess Cash from the Second Sharing Trigger Date through
the First Sharing Trigger Date.
Catch-Up Payment amounts shall accrue prior to the First Sharing Trigger Date, and shall be paid after the First
Sharing Trigger Date. If the First Sharing Trigger Date shall never occur, or shall be deemed to have not occurred,
all accrued and unpaid Catch-Up Payment amounts shall be forfeited and shall never be paid. Catch-Up Payments
shall be made on the first Transfer Date that occurs on or following the First Sharing Trigger Date and, if the amount
of cash available on such Transfer Date is insufficient to make payment in full of all accrued Catch-Up Payment
amounts, any accrued and unpaid Catch-Up Payment amounts shall be deferred and paid on succeeding Transfer
Dates until the full amount of accrued Catch-Up Payments permitted to be made pursuant to this clause has been
paid in full.

Restricted Payments (Management Incentive Fees) payable on each Excess Cash Redemption Date after the
First Sharing Trigger Date, from funds on deposit in the Shareholder Distribution Account, in an aggregate
amount on each such Excess Cash Redemption Date not to exceed the lesser of (i) the amount of Excess Cash as
of such date less the amount of any required Excess Cash Redemptions on such date, and (ii) the amount
available for payment of Management Incentive Fees at such time under the Management Incentive Fee Cap, in
each case subject to the concurrent payment of such Excess Cash Redemptions.
The aggregate amount of Catch-Up Payments that may be accrued and payments of Management Incentive
Fees that may be made (x) prior to the Third Sharing Trigger Date shall not exceed U.S.$3,250,000 per year and (y)
on or following the Third Sharing Trigger Date shall not exceed U.S.$5,000,000 per year; provided that if the Third
Sharing Trigger Date occurs on any date other than the first day of the applicable year, the maximum amount of
such Restricted Payments for such year shall be calculated on a pro rata basis, taking into account the number of
days prior to Third Sharing Trigger Date (with respect to clause (x)) and the number of days following the Third
Sharing Trigger Date (including the date on which the Third Sharing Trigger Date occurs) (with respect to clause
(y)). The amount specified in the preceding sentence is referred to as the Management Incentive Fee Cap for such
year.
Third Sharing Trigger Date means the earlier of (i) October 21, 2021 and (ii) the date that occurs on or
after January 1, 2018 on which the principal amount of the New Notes is less than U.S.$200 million (after having
given effect to any payments of Scheduled Principal Amounts, but not Excess Cash Flow Redemptions, if any, to
occur on such date).
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All Permitted Management Payments shall be made from the Shareholder Distribution Account. Unless
such payment of the Permitted Management Payments would be reasonably likely to result in a Material Adverse
Change, the Issuer and the Guarantors shall be permitted to pay any Permitted Management Payment as dividends
payable to the Issuer or the Guarantors shareholders, as applicable, and/or redemptions or repurchases of or
reductions in the Capital Stock of the Issuer or the Guarantors, as applicable; provided that, if such payment is
subject to any withholding or similar Tax, the Issuer and the Guarantors shall not be required or permitted to gross-
up the amount of the payment accordingly.
As a condition to making any Permitted Management Payments, Carlos Mario Rios Velilla, Francisco
Javier Rios Velilla and each of their respective spouses (together with their respective families, including their
children, parents, brothers, uncles, aunts and cousins, the Restricted Persons) shall have previously executed, and
shall not be in breach of, and shall have not repudiated, a Non-Compete Agreement (the Non-Compete
Agreement) providing that the Restricted Persons shall not, directly or indirectly: (i) engage in or assist others in
engaging in any business activity relating to the bus routes in the Santiago, Chile metropolitan area, including,
without limitation, operating any such bus routes (collectively, the Restricted Business), (ii) have an interest in
any entity that engages directly or indirectly in the Restricted Business in any capacity, including as a partner,
shareholder, member, employee, principal, agent, trustee or consultant, or (iii) knowingly interfere in any material
respect with the business relationships (whenever formed) between the Issuer or a Guarantor and customers or
suppliers of the Issuer or a Guarantor; provided that, subject to compliance with its obligations under the Indenture,
no Restricted Person shall be prohibited from bidding and/or negotiating for additional bus related concessions to be
operated solely by the Issuer, Express or a wholly owned subsidiary of the Issuer or Express and, if successful in
such bid(s) and/or negotiation(s), operating such concessions solely through the Issuer, Express or a wholly owned
subsidiary of either the Issuer or Express (which subsidiary shall be a Guarantor of the New Notes and a Restricted
Subsidiary under the Indenture).
The Non-Compete Agreement will terminate upon the earliest to occur of (a) three years following the
termination date of the Concession Agreement that terminates last (including after giving effect to any Concession
Extension), (b) three years following the Equity Transfer Date and (c) the repayment in full in cash of all principal
and interest on, and all other obligations under, the New Notes and the New Notes Indenture.
Notwithstanding any other provision of this covenant, no Permitted Management Payment may be made to
the extent that the transfer of funds from the Revenue Account to the Shareholder Distribution Account for payment
thereof would result in the combined balance of the Company Accounts on the relevant Transfer Date, after giving
effect to Reconciliation and such payment, being less than U.S.$5.0 million. In any such event, the Issuer shall be
permitted to make additional transfers of funds in respect of Restricted Payments on each subsequent Transfer Date
on which (i) no Payment Event of Default has occurred and is continuing and (ii) the Restricted Persons shall have
previously executed, and shall not be in breach of, and shall have not repudiated, a Non-Compete Agreement to the
extent that the combined balance of the Company Accounts on such Transfer Date, after giving effect to
Reconciliation and such transfer, shall not be less than U.S.$5.0 million until such time as transfers of funds in
respect of the full amount of any Permitted Management Payment prohibited by the preceding sentence have been
made (such payments, Postponed Payments). If an accrued but unpaid Catch-Up Payment amount is postponed
pursuant to this paragraph, it may be subsequently paid as a Postponed Payment, but such payment shall be subject
to the Management Incentive Fee Cap, and upon payment shall cease to constitute an accrued Catch-Up Payment
amount. In no event may the aggregate amount of Permitted Management Payments made as of any date exceed the
amount that would have been paid as of such date if no Permitted Management Payment had been postponed under
this paragraph, nor may the aggregate amount of Permitted Management Payments made as of any date exceed the
amount that would have been paid as of such date if the First Sharing Trigger Date had occurred on the Issue Date.
On the applicable date on which any Restricted Payment is made, the Issuer and the Guarantors will deliver
to the Trustee:
(a) an Officers Certificate executed by the respective chief financial officer and chief executive officer of
each of the Issuer and the Guarantors setting forth a calculation of the amount of the relevant
Restricted Payment and certifying that the Issuer and the Guarantors have complied, are in compliance
with, and have satisfied, all of the conditions required for such Restricted Payment under the Indenture,
and, if applicable, a calculation of any Catch-Up Payment amount or Postponed Payment amount that
has been accrued for such period; and
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(b) a certificate executed by each of Carlos Mario Rios Velilla and Francisco Javier Rios Velilla certifying
that as of such date on which any Restricted Payment is made, the Restricted Persons have complied,
and are in compliance with, the Non-Compete Agreement.
Limitations on New Notes Hedging Obligations
The Issuer and the Guarantors will not enter into any New Notes Hedge Agreements except under the
following conditions:
the notional amount of foreign exchange exposure that is hedged shall not exceed 100% of (i) the interest
payments to be made in respect of the New Notes through maturity, assuming that only the required
amortizations are made and that no Excess Cash Redemptions are made and (ii) the amount of mandatory
amortizations through (but excluding) the principal balance to be paid at maturity; and
Debt of the Issuer and the Guarantors in respect of the New Notes Hedge Agreements shall not be secured by a
Lien on any property of the Issuer and the Guarantors other than a first-priority Lien on the Collateral (other
than the Excluded Depot Mortgage, which will be a second-priority Lien) that is pari passu with the New Notes
(subject to the Hedge Preference Amount) and is subject in all respects to the Collateral Trust Agreement.
Limitations on Liens
The Issuer and the Guarantors will not, and will not agree to, create, assume or permit to exist any Lien
upon any of the assets or properties of the Issuer or the Guarantors, whether now owned or hereafter acquired, or
any of its Capital Stock, other than Permitted Liens.
For purposes of the foregoing, Permitted Liens means:
(a) Liens created under or pursuant to any of the Security Documents;
(b) Liens imposed by any Governmental Authority for Taxes, assessments or other similar charges, not yet
due or which are being contested in good faith by appropriate proceedings, if adequate reserves or
other appropriate provision with respect thereto are maintained on the books of the Issuer and the
Guarantors to the extent required by GAAP;
(c) statutory Liens such as carriers, warehousemens, mechanics, suppliers, contractors, materialmens,
repairmens or other like Liens arising in the ordinary course of business that secure amounts not
overdue for a period of more than 90 days or which are being contested in good faith by appropriate
proceedings, if adequate reserves or other appropriate provision with respect thereto are maintained on
the books of the Issuer and the Guarantors, to the extent required by GAAP;
(d) any easements, rights of way, and other similar restrictions and encumbrances incurred in the ordinary
course of business that do not, individually or in the aggregate, impair the operation of the Bus
Network or any Permitted Business in any material respect;
(e) pledges or deposits in connection with workers compensation, unemployment insurance and other
social security legislation;
(f) deposits to secure the performance of bids, trade contracts (other than for borrowed money),
performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) Liens and/or deposits to secure statutory obligations, surety and appeal bonds, judgments, attachments
or awards not giving rise to an Event of Default related to litigation being contested in good faith by
appropriate proceedings and for which adequate reserves have been made or other appropriate
provision with respect thereto are maintained on the books of the Issuer and the Guarantors, to the
extent required by GAAP;
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(h) any interest or title of a lessor or sublessor under any lease entered into by the Issuer or any Guarantor,
as lessees/sub-lessees, in the ordinary course of business and covering only the assets so leased;
(i) any interest or title of a licensor or sublicensor under any license entered into by the Issuer or any
Guarantor, as licensees/sub-licensees, in the ordinary course of business and covering only the assets
subject thereto;
(j) Liens on property of a Person existing at the time such Person is merged with or into or consolidated
with the Issuer or any Guarantor; provided that such Liens were in existence prior to the contemplation
of such merger or consolidation and do not extend to any assets other than those of the Person merged
into or consolidated with the Issuer or the Guarantor;
(k) Liens on property existing at the time of acquisition thereof by the Issuer or any Guarantor as
permitted under the Indenture; provided that such Liens were in existence prior to the contemplation of
such acquisition and do not extend to any property other than the property so acquired by the Issuer or
the Guarantor;
(l) Liens existing on the Issue Date as described in the Disclosure Statement (including for the avoidance
of doubt a mortgage on the Excluded Depot and a pledge on the capital stock of Lorena SpA and
insurance proceeds on the Excluded Depot to secure the Bus Terminal Loan);
(m) Liens on property or assets securing Debt incurred to fully defease or to fully satisfy and discharge the
New Notes; provided that (i) the Incurrence of such Debt was not prohibited by the Indenture and
(ii) such defeasance or satisfaction and discharge is not prohibited by the Indenture;
(n) Liens on buses (and proceeds thereof) securing Vendor Financings Incurred in accordance with the
Indenture to purchase such buses (and, in the case of Vendor Financing Incurred by a Vendor
Financing SPV, a Lien on the Capital Stock of such Vendor Financing SPV to secure such Vendor
Financing, but such Lien may not attach to any assets other than such Capital Stock and proceeds
thereof);
(o) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of
customs duties in connection with importation of goods in the ordinary course of business;
(p) any extension, renewal, refinancing or replacement, in whole or in part, of any Lien described in the
foregoing clauses (a) through (o); provided that any such Lien is limited to all or part of the same
property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect
thereof) that secured (or, under the written arrangements under which the original Lien arose, could
secure) the Indebtedness being extended, renewed, refinanced or replaced;
(q) Liens to secure any New Notes Hedge Agreements, subject to the limitations described in
Limitations on New Notes Hedging Obligations; and
(r) Liens securing obligations that do not exceed U.S.$1.0 million at any one time outstanding.
Limitations on Sale of Assets
The Issuer and the Guarantors will not convey, sell, lease, assign, transfer or otherwise dispose of any of its
property, business or assets, including its interest in the Bus Network or any Permitted Business (and including, for
the avoidance of doubt, any Equity Interest in another Person), and will not permit any Guarantor to issue any
Equity Interests, in each case having a fair market value for any such disposition or issuance or series of related
dispositions or issuances in excess of U.S.$100,000, whether now owned or hereafter acquired (each, an Asset
Disposition), except:
(a) to the extent permitted under any Transaction Document to which it is a party;
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(b) sales of obsolete, worn out or defective property or property no longer used in connection with the
operation of the Bus Network or any Permitted Business for an amount not in excess of U.S.$500,000
for a single transaction or U.S.$2.0 million in the aggregate for all such transfers or dispositions in any
fiscal year;
(c) property transferred or disposed of as a result of a Termination Event or Expropriatory Action that
does not constitute an Event of Default under the Indenture;
(d) [reserved];
(e) any such conveyance, sale, lease, assignment, transfer or disposition among the Issuer and the
Guarantors, in each case subject to the Indenture;
(f) any dispositions of Permitted Investments for cash or in exchange for other Permitted Investments;
(g) any Restricted Payments made in compliance with the Indenture;
(h) unless within 270 days after the later of the date of such Asset Disposition and the receipt of the Net
Available Cash, the Issuer or any Guarantor, as applicable, applies an amount equal to 100% of the Net
Available Cash from such Asset Disposition:
(i) to invest, or to enter into a binding agreement to invest within 30 days, in Replacement Assets;
(ii) to repay any Senior Indebtedness other than the New Notes and the New Notes Hedge
Agreements, if such Senior Indebtedness is secured by Liens on the assets so disposed of, and
either (A) such assets constitute Collateral and such Liens are senior to the Liens securing the New
Notes or (B) such assets do not constitute Collateral, and, in the case of any such Senior
Indebtedness which constitutes a revolving credit facility, to cause the related loan commitment (if
any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or
purchased;
(iii) to make an offer to purchase New Notes at 100% of the principal amount thereof plus accrued
interest; or
(iv) any combination of (i) through (iii);
provided that, any Net Available Cash pursuant to this clause (h) will be deposited in the Revenue Account
and will not be subject to the order of priority set forth under Deposits of Funds to and Distribution of
Funds from the Revenue Account above, but it will be segregated and applied in due time to the purposes
provided for from (i) through (iv) above subject to the delivery by the Concessionaires to the Trustee of an
Officers Certificate setting forth, in reasonable detail, the purpose and nature of the utilization of such Net
Available Cash, that such Asset Disposition was made, and such application of funds will be made, in
compliance with all other provisions of the Indenture, including the other provisions of this Limitation
on Sale of Assets covenant and the covenants described under Limitations on Restricted Payments
and Limitations on Affiliate Transactions, and that it will be used in good faith and on an arms-length
basis. Any purchase of Replacement Assets with such Net Available Cash proceeds will not be subject to
the covenant restrictions applicable to CAPEX Costs; or
(i) following the termination of the Concessions, to the extent the Net Available Cash from such Asset
Disposition is used as follows: first, to pay accrued but unpaid Catch-Up Payment and Postponed
Payment amounts, subject to the limitations set forth in Limitations on Restricted Payments; and,
second, any remaining Net Available Cash is used to redeem the New Notes as described under
Mandatory Redemption Upon Termination Event or Expropriatory Action.
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Limitation on Sale and Lease-Back Transactions
The Issuer and the Guarantors will not enter into any Sale and Lease-Back Transaction unless the Issuer
and the Guarantors, not later than four months after the effective date of such Sale and Lease-Back Transaction
(whether made by the Issuer or any of the Guarantors), will apply the proceeds in accordance with clause (h)(ii) or
clause (h)(iii) (or a combination of such clauses) of Negative Covenants of the Issuer and the Guarantors
Limitations on Sale of Assets.
Abandonment of Project
Each Concessionaire will not voluntarily (a) suspend its commercial activities for more than 24 hours other
than, to the extent consistent with such Concessionaires obligations under its Concession Agreement, due to safety
concerns, at the insistence of such Concessionaires insurer or any governmental instrumentality or consistent with
prudent industry practices, (b) suspend any activities that would result in a loss of 15% of revenues of the
Concessionaires on a combined basis for more than 30 days, or (c) permanently close the Bus Network or any
Permitted Business or cease, abandon or agree to abandon the operation of the Bus Network or any Permitted
Business (other than upon the scheduled termination of a Concession).
Change of Fiscal Year; Nature of Business; Subsidiaries
The Concessionaires will not change their fiscal years, except as required by law, or engage in any business
other than a Permitted Business. The Issuer and Guarantors shall not have, directly or indirectly, any Subsidiaries
other than (i) the Guarantors as of the Issue Date and any other Subsidiary that becomes a Guarantor after the Issue
Date, (ii) Lorena SpA, (iii) Unrestricted Subsidiaries described in the Disclosure Statement, and (iv) Vendor
Financing SPVs.
Bank Accounts
The Issuer and the Guarantors will not open or maintain any bank accounts other than the Accounts and the
Volvo Accounts and will promptly, and no later than 30 Business Days from the Issue Date, close any such accounts
that existed prior to the Issue Date and cause any balances therein to be transferred to the Revenue Account.
Assignment
Other than as set forth in the Security Documents, the Issuer and the Guarantors will not assign or
otherwise transfer their rights or obligations under any Transaction Document or governmental authorization to any
Person; provided that the Concessionaires may assign or otherwise transfer their rights or obligations under any
Operating Agreement or governmental authorization only between themselves in compliance with the terms and
conditions set forth therein.
Limitations on Affiliate Transactions
The Issuer and the Guarantors will not, directly or indirectly, enter into any transaction or series of related
transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of
any service) with, or for the benefit of, any of the Issuers or the Guarantors respective affiliates (each such
transaction, an Affiliate Transaction), unless:
(a) the terms of such Affiliate Transaction are no less favorable than those that could reasonably be
expected to be obtained in a comparable transaction at such time on an arms-length basis from a
person that is not its affiliate;
(b) in the event that such Affiliate Transaction involves aggregate payments, or transfers of property or
services with a Fair Market Value in excess of U.S.$5.0 million, the terms of such Affiliate
Transaction will be approved by a majority of the members of the Board of Directors of the Issuer or
any Guarantor party to such Affiliate Transaction, the approval to be evidenced by a board resolution
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stating that the Board of Directors has determined that such transaction complies with clause (a) above;
and
(c) in the event that such Affiliate Transaction involves aggregate payments, or transfers of property or
services with a Fair Market Value in excess of U.S.$10.0 million, the Issuer and any Guarantor will,
prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate
Transaction to the Issuer or any Guarantor party to such Affiliate Transaction from a financial point of
view from an independent financial advisor and provide the same to the Trustee.
The foregoing requirements will not apply to:
(a) transactions with or among the Issuer and any Guarantor, or between or among Guarantors;
(b) reasonable fees and compensation paid to, reasonable indemnity provided on behalf of, and reasonable
employment contracts and benefit plans for the benefit of, and reimbursement of reasonable business
expenses of, the Issuers and the Guarantors officers, directors, employees, consultants or agents as
determined in good faith by the Board of Directors of the Issuer and any applicable Guarantor;
(c) any transactions undertaken pursuant to any contractual obligations or rights in existence on the Issue
Date and described in the Disclosure Statement or any renewal or amendment thereto after the Issue
Date (so long as such renewal or amendment is not disadvantageous to the Issuer or the Guarantors, as
applicable, in any material respect);
(d) any Permitted Management Payments made in compliance with Limitations on Restricted
Payments; and
(e) any issuance of Capital Stock (other than Disqualified Stock) of the Issuer or any Guarantor to
affiliates of the Issuer or any Guarantor; provided that such Capital Stock is pledged simultaneously
with such issuance to secure the New Notes pursuant to a pledge agreement in form and substance
acceptable to the Trustee.
No Other Powers of Attorney
The Issuer and the Guarantors will not execute or deliver any power of attorney (other than powers of
attorney for signatories of documents permitted by the Transaction Documents and limited purpose powers of
attorney in the ordinary course of its business), fiduciary transfer agreements or similar documents, instruments or
agreements, except to the extent such documents, instruments or agreements comprise part of the Security
Documents or relate to the consummation of the Transactions or the performance of ministerial or operational tasks
in the ordinary course of business.
Investment Company Act
The Issuer and the Guarantors will not take (nor permit any affiliate to take) any action that could result in
the Issuer or any Guarantor being required to register as an investment company or being a company controlled
by a company required to register as an investment company, under and within the definitions set forth in the
Investment Company Act.
CAPEX Costs
The Issuer and the Guarantors will not make or direct the Secured Party Trustees to make, and the Secured
Party Trustees will not make, any withdrawal from the Revenue Account to the extent that the aggregate amount of
all requested withdrawals from the Revenue Account to pay CAPEX Costs in any quarterly budgetary period
exceeds 100% of the amount budgeted for CAPEX Costs for such quarterly budgetary period (including, for the
avoidance of doubt, CAPEX Costs paid from the O&M Account in accordance with the Indenture) as set forth in the
then-current quarterly CAPEX budget (the CAPEX Budget) completed by the Concessionaires and submitted to
the Secured Party Trustees; provided that the CAPEX Budget shall not be permitted to exceed (i) U.S.$20.0 million
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during any annual calendar period, (ii) U.S.$55.0 million in the aggregate through the end of 2018, and (iii) if a
Concession Extension occurs, U.S.$93.0 million in the aggregate through the end of 2021 (the CAPEX Basket).
Notwithstanding the foregoing, if the Concessionaires fund any CAPEX Costs by the issuance of common
equity for cash or cash capital contributions, then such CAPEX Costs will not be subject to the Basket and such
funds will not be required to be deposited into the Revenue Account.
The Concessionaires will deliver to the Secured Party Trustees, within ten days after the end of each fiscal
quarter, an Officers Certificate certifying all CAPEX Costs incurred and paid during the applicable fiscal quarter,
attaching an account statement, and certifying that such CAPEX Costs were incurred and paid in compliance with
all other provisions of the Indenture, including the covenants described under Limitations on Restricted
Payments and Limitations on Affiliate Transactions.
Limitations on Consolidation, Merger or Transfer of Assets
Neither the Issuer nor any Guarantor will, directly or indirectly, in one or a series of related transactions,
consolidate or merge with or into, or sell, assign, transfer, convey, lease or otherwise dispose of all or substantially
all of its assets to, any Person or related Persons, unless:
(a) the resulting, surviving or transferee Person or Persons (if not the Issuer or a Guarantor) will be a
Person or Persons organized and existing under the laws of Chile, the United States, the District of
Columbia, Canada or any other country that is a member country of the European Union or of the
Organization for Economic Co-operation and Development on the date of the Indenture, and such
Person or Persons expressly assume, by a supplemental indenture to the Indenture, executed and
delivered to the Trustee, all the obligations of such Issuer or Guarantor under the Indenture (but no
such assumption shall be required if (1) such transaction or transactions occur after a Termination
Event or other termination of the Concessions and the cessation by the Concessionaires of the
Permitted Business, (2) the resulting, surviving or transferee Person or Persons are not affiliates of the
Issuer, any Guarantor or any of their direct or indirect shareholders, (3) the Issuer or such Guarantor
receives consideration consisting of cash in an aggregate amount at least equal to the Fair Market
Value of the assets subject to such transaction or transactions, and (4) such cash is contemporaneously
applied as specified in clause (i) of the covenant described under Limitations on Sale of Assets);
(b) the resulting, surviving or transferee Person or Persons (if not the Issuer or a Guarantor), if not
organized and existing under the laws of Chile undertakes, in such supplemental indenture, to pay such
additional amounts in respect of principal (and premium, if any) and interest as may be necessary in
order that every net payment made in respect of the New Notes or the Guarantees, as applicable, after
deduction or withholding for or on account of any present or future Tax imposed by the jurisdiction
under the laws of which such Person (or Persons) is organized or existing or any jurisdiction from or
through which any payment under the New Notes is made on behalf of the Issuer or any Guarantor (or
any political subdivision or taxing authority thereof or therein) will not be less than the amount of
principal (and premium, if any) and interest then due and payable on the New Notes, subject to the
same exceptions set forth under clauses (a) (i), (ii) and (iii) under Additional Amounts but adding
references to such other jurisdiction to the existing references in such clause to Relevant Taxing
Jurisdiction;
(c) immediately prior to such transaction and immediately after giving effect to such transaction, no
Default or Event of Default will have occurred and be continuing; and
(d) the Issuer and each Guarantor will have delivered to the Trustee an Officers Certificate and an
Opinion of Counsel of recognized standing, each stating that such consolidation, merger, conveyance,
transfer or lease and such supplemental indenture, if any, comply with the Indenture and that all
conditions precedent under the Indenture to the consummation of such transaction have been satisfied.
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Nothing in the Indenture shall prevent (i) Panamerican, Eco Uno or Camden from consolidating with,
merging into or transferring all or substantially all of its properties and assets to either Concessionaire, or (ii) any
such transaction between the Concessionaires.
The Trustee will accept such certificate and opinion as sufficient evidence of the satisfaction of the
conditions precedent set forth in this covenant, in which event it will be conclusive and binding on the Noteholders.
Additional Covenants Related to Panamerican, Eco Uno, Lorena SpA and the Bus Terminal Loan
Nature of Business. Panamerican and Eco Uno will not engage in any business activity other than (i) the
direct or indirect ownership of shares of the Issuer and/or one or more of the Guarantors held by them on the date of
the Indenture or any additional shares; provided that the same are promptly pledged to secure their Guarantees, and
(ii) as otherwise required or contemplated in connection with the Finance Agreements and intercompany transfers
pursuant thereto and, as applicable, intercompany obligations owing to or from the Issuer and/or one or more of the
Guarantors.
Lorena SpA. The Issuer will cause Lorena SpA not to engage in any business activity other than ownership
of the Excluded Depot and guarantee of the Bus Terminal Loan, the lease of the Excluded Depot to the Issuer and
related administrative activities. In addition, Lorena SpA shall not (i) incur any Debt (except its guarantee of the
Bus Terminal Loan and intercompany Subordinated Indebtedness payable to the Issuer), (ii) create or suffer to exist
any Liens on any of its assets or property (except Permitted Liens), (iii) sell, assign, lease, transfer or otherwise
dispose of any interest in its assets or property (except its lease of the Excluded Depot to the Issuer, which shall
accrue and not be payable in cash while any New Notes are outstanding, and in connection with any foreclosure on
the Excluded Depot), (iv) create or acquire any Subsidiaries or make any Investment, (v) consolidate or merge with
or into any other Person or sell, lease or otherwise transfer, directly or indirectly, all or any part of its assets or
property to any other Person (except the Issuer or a Guarantor), in each case except as otherwise expressly permitted
under the Finance Agreements. For the avoidance of doubt, the Excluded Depot shall be operated by the Issuer, and
O&M Expenses, Repair Costs and other payments in respect of the Excluded Depot and such operations shall be
paid out of the Accounts as Concessionaire payments. The Issuer shall operate the Excluded Depot in accordance
with the covenants of the Indenture applicable to other operations of the Issuer.
Bus Terminal Loan. Neither the Issuer nor any Guarantor will consent to or otherwise provide for any
amendment, supplement, novation or renewal of the Bus Terminal Loan on terms that are more favorable than the
current terms thereof, nor enter into any such amendment, supplement, novation or renewal on terms materially
adverse to the Noteholders or the New Notes Hedge Counterparties.
Events of Default
Each of the following is an Event of Default under the Indenture:
(a) a failure by the Issuer or any Guarantor to pay any principal of the New Notes, when due and payable,
whether at maturity, upon redemption or otherwise;
(b) a failure by the Issuer or any Guarantor for 30 days to pay interest or any Additional Amounts when
due and payable on any New Notes;
(c) any default of any of the following covenants by the Issuer or any Guarantor will constitute an
immediate Event of Default:
(i) CovenantsMaintenance of Corporate Existence;
(ii) Repurchase of New Notes upon a Change of Control;
(iii) Mandatory Redemption Upon Termination Event or Expropriatory Action;
(iv) Mandatory Redemption With Excess Cash; and
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(v) CovenantsNotices only with respect to notices relating to any Event of Default,
Termination Event or Expropriatory Action.
(d) a default in the observance or performance of any covenant or agreement of the Issuer or any
Guarantor made in the Indenture (other than as contemplated in clauses (a) through (c) above) or any
other Finance Agreement and, other than a default that cannot be cured in a 30-day period (or, in the
case of Affirmative Covenants of the Issuer and the GuarantorsBooks and Records and
Negative Covenants of the Issuer and the GuarantorsLimitations on Liens, a 45-day period), such
default continues for 30 days (or, in the case of Affirmative Covenants of the Issuer and the
GuarantorsBooks and Records and Negative Covenants of the Issuer and the Guarantors
Limitations on Liens, 45 days) after the earlier of (i) any Officer of the Issuer or any Guarantor
becoming aware of such default and (ii) the Secured Party Trustees or the Controlling Party giving
notice of default;
(e) the application of any fines or discounts under the Concession Agreements which could reasonably be
expected to result in a Material Adverse Change;
(f) any default under any Transaction Document, including any failure to deposit any funds to the extent
available as provided therein or withdrawal, except as expressly permitted thereunder, including
express provision for default if any Transaction Document (other than Additional Agreements) is
terminated, canceled or materially amended, and in each case could reasonably be expected to result
in a Material Adverse Change;
(g) any representation or warranty made by the Issuer or any Guarantor in any Finance Document to
which such Person is a party is found to be false and misleading in any material respect when made,
unless, in the case of any false or misleading representation or warranty as to which the condition
giving rise thereto is capable of being cured, such condition has been cured and such representation or
warranty is no longer false or misleading in any material respect within 30 days after the Issuer or
such Guarantor first has knowledge or should have had knowledge, after due inquiry, that such
representation or warranty was false or misleading in such material respect;
(h) the Issuer or any Guarantor (collectively, the Subject Persons):
(i) institutes a voluntary case (other than the Permitted Cases) or undertakes actions to form an
arrangement with its creditors generally for the purpose of paying past due debts or seeking
liquidation, reorganization or moratorium of payments, under any bankruptcy law (or any similar
statute in any relevant jurisdiction), or consents to the institution of an involuntary case thereunder
against it;
(ii) files a petition, answer or consent or otherwise institutes any similar proceeding under any other
legal requirements, or consents thereto (other than the Permitted Cases);
(iii) applies for, or by consent or acquiescence there is, the appointment of a receiver, liquidator,
sequestrator, trustee or other official with similar powers, or any of the Subject Persons makes an
assignment for the benefit of creditors generally;
(iv) admits in writing (after the Issue Date) its inability to pay its debts generally as they become due;
(v) has an involuntary case commenced against it seeking the liquidation or reorganization of such
Subject Person under any bankruptcy law (or any similar statute under any relevant jurisdiction) or
any similar proceeding is commenced against such Subject Person under any other legal
requirements and (A) the petition commencing the involuntary case is not timely controverted,
(B) the petition commencing the involuntary case is not dismissed within ninety days of its filing,
(C) an interim trustee is appointed to take possession of all or a portion of the property, and/or to
operate all or any part of the business of Subject Person and such appointment is not vacated
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within ninety days, or (D) an order for relief has been issued or entered therein and is not
rescinded or overturned within 90 days; or
(vi) has entered against it a decree or order of a court having jurisdiction in the premises for the
appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers
of such Subject Person or of all or a part of its property;
(each event under this clause (h), a Bankruptcy Event of Default);
(i) any final, non-appealable judgments, decisions or orders for the payment of money in an aggregate
amount exceeding U.S.$10.0 million (or the equivalent in another currency) (to the extent such
judgments, decisions or orders are not paid or covered by insurance provided by a reputable carrier)
are entered against the Issuer or any Guarantor and (A) enforcement proceedings are commenced by
any creditor upon such judgments, decisions or orders or (B) there is a period of 30 consecutive days
during which a stay of enforcement of such judgments, decisions or orders, by reason of a pending
appeal or otherwise, is not in effect;
(j) any Expropriatory Action of the Concessions or any portion, material to the Issuer and the Guarantors
considered as a whole, of the assets used by the Issuer and/or any Guarantor and their affiliates in
connection with the operation of the Concessions, except to the extent that an Expropriatory Action
results in the immediate payment to the Trustee of Expropriation Compensation sufficient, in the
opinion of the Trustee, to repay the New Notes and all amounts then due and payable to the
Noteholders;
(k) any suspension, revocation, cancellation, loss or termination of any of the Operating Agreements and
that in each case could reasonably be expected to result in a Material Adverse Change;
(l) the Noteholders or the New Notes Hedge Counterparties cease to have a perfected first-priority
security interest in any Collateral having an aggregate Fair Market Value in excess of U.S.$10.0
million except as released in accordance with the Transaction Documents;
(m) any revocation or withdrawal of any material government authorization that could reasonably be
expected to result in a Material Adverse Change; or
(n) default under any mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any Senior Indebtedness (other than the Bus Terminal Loan) by the
Issuer or any Guarantor (or the payment of which is guaranteed by the Issuer or any Guarantor)
whether such Senior Indebtedness or guarantee now exists, or is created after the issuance of the New
Notes, if that default: (A) is caused by a failure to make any payment when due at the final maturity of
such Senior Indebtedness (a Payment Default); or (B) results in the acceleration of such Senior
Indebtedness prior to its express maturity, and, in each case, the amount of any such Senior
Indebtedness, together with the amount of any other such Senior Indebtedness under which there has
been a Payment Default or the maturity of which has been so accelerated, aggregates U.S.$10.0 million
or more.
Each of (a), (b), (c)(iii), (c)(iv), (c)(v) and (h) above, a Payment Event of Default.
The Indenture provides that (a) if an Event of Default (other than an Event of Default described in
clause (h) above) will have occurred and be continuing with respect to the New Notes, either the Trustee or the
Controlling Party may declare the principal of, and Additional Amounts, if any, and accrued and unpaid interest on
all the outstanding New Notes to be due and payable immediately by notice in writing to the Concessionaires and
the Trustee specifying the Event of Default and that it is a notice of acceleration and (b) if an Event of Default
described in clause (h) above will have occurred, the principal of all the outstanding New Notes and the interest
accrued thereon, if any, will become and be immediately due and payable without any declaration or other act on the
part of the Trustee or any holder of such New Notes. The Indenture provides that the New Notes owned by the
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Issuer or the Guarantors or any of their affiliates will be deemed not to be outstanding for, among other purposes,
declaring the acceleration of the maturity of the New Notes.
Upon the satisfaction by the Issuer and Guarantors of certain conditions, the declaration described in
clause (a) of the preceding paragraph may be rescinded by the Controlling Party. No rescission will affect any
subsequent Default or impair any rights relating thereto. Past defaults, other than non-payment of principal, interest
and compliance with certain covenants, may be waived by the Controlling Party.
The Trustee must give to the Noteholders notice of all uncured defaults actually known to it with respect to
the New Notes within 30 days after the Trustee has actual knowledge of such a default (unless such default will have
been cured); provided, however, that, except in the case of default in the payment of principal, interest or Additional
Amounts, the Trustee will be protected in withholding such notice if it in good faith determines that the withholding
of such notice is in the interest of the Noteholders.
The Indenture provides that, subject to the duty of the Trustee during default to act with the required
standard of care, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at
the request or direction of any Noteholders, unless such holders will have offered to the Trustee indemnity
satisfactory to it. Subject to the provisions of the Indenture and applicable law, the Controlling Party has the right to
direct the time, method and place of conducting any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee.
Satisfaction and Discharge
The Indenture will be discharged and will cease to be of further effect (except as to the surviving rights of
registration or transfer or exchange of the New Notes, except as otherwise therein expressly provided for), and the
Collateral will be released, as to all New Notes and the New Notes Hedge Agreements when:
(a) either (i) all New Notes theretofore executed, authenticated and delivered (except (A) lost, stolen or
destroyed New Notes which have been replaced or paid and (B) New Notes for whose payment money
has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter
repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation;
or (ii) all New Notes not theretofore delivered to the Trustee for cancellation have become due and
payable or subject to redemption as set forth above under Optional Redemption, and the Issuer has
irrevocably deposited or caused to be irrevocably deposited with the Trustee U.S. dollars or U.S.
government obligations sufficient to pay and discharge the entire Debt on the New Notes not
theretofore delivered to the Trustee for cancellation, for principal of and interest on the New Notes to
the date of maturity or redemption, together with irrevocable instructions from the Issuer directing the
Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(b) the Issuer has paid all other sums payable under the Indenture and the New Notes; and
(c) the Issuer has delivered to the Trustee an Officers Certificate and an Opinion of Counsel stating that
all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture
have been complied with.
Notices
Any notice or communication to a Noteholder shall be deemed to have been duly given upon the mailing of
such notice by first class mail to such Noteholder at its registered addresses as recorded in the Register not later than
the latest date, and not earlier than the earliest date, prescribed in the Indenture for the giving of such notice, such
notice being deemed validly given on the fourth Business Day following such mailing. In the case of Global New
Notes, held in book-entry form at DTC, such notices shall be sent to DTC or its nominees (or any successors), as the
holders thereof, and DTC will communicate such notices to the DTC participants in accordance with its standard
procedures. Any requirement of notice hereunder may be waived by the Person entitled to such notice before or
after such notice is required to be given.
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Amendments, Supplements and Waivers
The Issuer, the Guarantors and the Secured Party Trustees may, without notice to or the consent or vote of
any Noteholder or the New Notes Hedge Counterparties, amend or supplement the Finance Agreements or the New
Notes for the following purposes:
(a) to cure any ambiguity, omission, defect or inconsistency with the Description of the New Notes and
Finance Agreement in the Disclosure Statement; provided that such amendment or supplement does
not materially and adversely affect the rights of any Noteholder or any New Notes Hedge
Counterparty;
(b) to comply with the covenant described under Limitations on Consolidation, Merger or Transfer of
Assets;
(c) to add guarantees or collateral with respect to the New Notes or the New Notes Hedge Agreements;
(d) to add to the covenants of any of the Issuer and the Guarantors for the benefit of the Noteholders;
(e) to surrender any right conferred upon any of the Issuer of the Guarantors;
(f) to evidence and provide for the acceptance of an appointment by a successor trustee or collateral agent;
(g) to extend the maturity of the New Notes upon the occurrence of a Concession Extension or a Further
Concession Extension; or
(h) to make any other change that does not materially and adversely affect the rights of any Noteholder or
the New Notes Hedge Counterparties, as determined in good faith by the Board of Directors of the
Issuer and any applicable Guarantor.
Subject to the terms of the immediately succeeding paragraph and only with the written consent of the
Controlling Party, the Issuer, the Guarantors and the Secured Party Trustees may, from time to time and at any time,
enter into a written supplemental indenture for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Finance Agreements, any supplemental indenture or any New Note or of
modifying in any manner the rights of the Noteholders in respect thereof.
Changes or additions to, or eliminations or waivers of, provisions of the Finance Agreements and
modifications to the rights of the Noteholders may be made with the consent of the Controlling Party except in the
following cases where the consent of all (except to the limited extent provided in clause (h) below) of the affected
Noteholders and affected New Notes Hedge Counterparties is required:
(a) reduce the amount of Voting Balances necessary to consent to an amendment, waiver, or modification
of any section in the Indenture relating to amendments, supplements and waivers;
(b) reduce the rate of or change the time of payment of interest, including defaulted interest on any New
Notes;
(c) reduce the principal of or change or have the effect of changing the fixed maturity of any New Notes,
or change the date on which any New Notes may be subject to redemption, or reduce the redemption
prices therefor;
(d) make any change in provisions of the Finance Agreements entitling each Noteholder to receive
payment of, premium (including Additional Amounts), if any, and interest on any New Note on or
after the due date thereof, including any change in the obligation to repurchase the New Notes
following a Change of Control or an Asset Disposition or under Affirmative Covenants of the Issuer
and the GuarantorsRepair Payments that is made after any such obligation has arisen;
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(e) change the currency for payment of principal of or interest on any New Note;
(f) impair the right to institute a suit for the enforcement of any right to payment on or with respect to any
New Note;
(g) modify provisions relating to waiver of certain defaults, waiver of certain covenants and the provisions
summarized in this paragraph, except to increase any such percentage or to provide that certain other
provisions of the Finance Agreements cannot be modified or waived without the consent of the
Noteholder affected by the modification;
(h) release or terminate any of the Security Documents or any Lien purported to be created thereby;
provided that, with the written consent of the Noteholders and the New Notes Hedge Counterparties, if
any, that, in the aggregate, hold at least 80% of the Voting Balances, the Issuer, the Guarantors and the
Secured Party Trustees may, from time to time and at any time, enter into a written agreement to
release or terminate the Liens created by the Bus Pledge Agreements, the Asset Pledge Agreements
and Mortgages in respect of assets with an aggregate Fair Market Value not to exceed, on a cumulative
basis, 10% of the total fixed assets of the Issuer and the Guarantors, taken as a whole, as set forth in the
latest consolidated financial statements submitted to the Trustee; or
(i) reduce in any manner the amount of, or alter the priority of, or delay the timing of, any payment or
distributions that are required to be made on any New Note.
For the avoidance of doubt, pursuant to clause (h) above, Noteholders and New Notes Hedge
Counterparties, if any, that, in the aggregate, hold at least 80% of the Voting Balances may provide their written
consent to release or terminate certain Liens on the Collateral, which release or termination will be binding upon all
Noteholders and the New Notes Hedge Counterparties, if any.
Notwithstanding the foregoing (including clauses (c) and (i) of the second preceding paragraph), changes or
additions to, or eliminations or waivers of, provisions of the Indenture described under RedemptionMandatory
Redemption Upon Termination Event or Expropriatory Action, RedemptionMandatory Redemption With
Excess Cash, and Treatment of Funds, and definitions used in such provisions, and modifications to the rights of
the Noteholders thereunder, may be made with the written consent of the Issuer and Noteholders that, in the
aggregate, hold at least 60% of the outstanding principal amount of the New Notes (excluding any New Notes held
by the Issuer, the Guarantors or any of their respective affiliates).
The Noteholders will receive prior notice as described under Notices of any proposed amendment to
the New Notes or the Indenture or any waiver described in this paragraph. If applicable, the New Notes Hedge
Counterparties will receive notice as provided for in the New Notes Hedge Agreements. After an amendment or
waiver described in the preceding paragraph becomes effective, the Issuer is required to mail to the Noteholders a
notice briefly describing such amendment or waiver. However, the failure to give such notice to all holders of the
New Notes, or any defect therein, will not impair or affect the validity of the amendment or waiver.
The consent of the Noteholders or the New Notes Hedge Counterparties, if any, is not necessary to approve
the particular form of any proposed amendment or waiver. It is sufficient if such consent approves the substance of
the proposed amendment or waiver.
Governing Law
The Issuers, Eco Unos, Express and Camdens capacity and corporate authorization to execute and
deliver the Transaction Documents are governed by applicable Chilean laws. Panamericans capacity and corporate
authorization to execute and deliver the Transaction Documents is governed by the applicable laws of Bermuda.
The Mortgages, the Bus Pledge Agreements, the Asset Pledge Agreements, the Fuel Pledge Agreements, the
Concession Pledge Agreements, the Chilean Money Pledges, the Debt Pledge Agreements and the Share Pledge
Agreements will be governed by, and construed in accordance with, the laws of Chile. The New Notes, the
Indenture and the NY Account Pledge Agreements will be governed by, and construed in accordance with, the laws
of the State of New York.
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Consent to Jurisdiction; Process Agent; Waivers
The Issuer and each Guarantor will irrevocably and unconditionally submit to the jurisdiction of: (a) the
United States District Court for the Southern District of New York or of any New York State court (in either case
sitting in Manhattan, New York City); and (b) the courts of its own corporate domicile, in each case with all
applicable courts of appeal therefrom, with respect to actions brought against it as a defendant, for purposes of all
legal proceedings arising out of or relating to the Indenture (including any supplemental indenture) or the
transactions contemplated hereby. The Issuer and each Guarantor will irrevocably waive, to the fullest extent
permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such
proceeding brought in such a court, any claim that any such proceeding brought in such a court has been brought in
an inconvenient forum and any objection based on place of residence or domicile.
The Issuer and each Guarantor will irrevocably appoint CT Corporation as its authorized agent on which
any and all legal process may be served in any such action, suit or proceeding brought in the United States District
Court for the Southern District of New York or in any New York State court (in either case sitting in Manhattan,
New York City). The Issuer and each Guarantor will agree that service of process in respect of it upon such agent,
together with written notice of such service sent to it in the manner provided for in the Indenture (or in any
supplemental indenture), will be deemed to be effective service of process upon it in any such action, suit or
proceeding. The Issuer and each Guarantor will agree that the failure of such agent to give notice to it of any such
service of process will not impair or affect the validity of such service or any judgment rendered in any action, suit
or proceeding based thereon. If for any reason such agent will cease to be available to act as such (including by
reason of the failure of such agent to maintain an office in New York City), then the Issuer and each Guarantor will
agree promptly to designate a new agent in New York City, on the terms and for the purposes of the Indenture
(including any supplemental indenture). Nothing contained in the Indenture (or in any supplemental indenture) will
in any way be deemed to limit the ability of the Trustee to serve any such legal process in any other manner
permitted by applicable law or to obtain jurisdiction over the Issuer and each Guarantor or bring actions, suits or
proceedings against it in such other jurisdictions, and in such manner, as may be permitted by applicable law.
To the extent that the Issuer and each Guarantor has or may acquire any immunity from jurisdiction of any
court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid
of execution or execution, on the ground of sovereignty or otherwise) with respect to itself or its property, it will
irrevocably waive, to the fullest extent permitted by applicable law, such immunity in respect of its obligations
under the Indenture.
The Issuer and each Guarantor will irrevocably waive, to the fullest extent permitted by applicable law, any
claim that any action or proceeding relating in any way to the Indenture (or any supplemental indenture or New
Note) should be dismissed or stayed by reason, or pending the resolution, of any action or proceeding commenced
by the Issuer and each Guarantor relating in any way to the Indenture (or such supplemental indenture or New Note)
whether or not commenced earlier. To the fullest extent permitted by applicable law, the Issuer and each Guarantor
will take all measures necessary for any such action or proceeding to proceed to judgment before the entry of
judgment in any such action or proceeding commenced by each of the Issuer or the Guarantors.
Each of the parties to the Indenture and any supplemental indenture (and each Noteholder and each
beneficial owner of a New Note, by its acceptance of a Global New Note or a beneficial interest therein, will be
deemed to) will irrevocably and unconditionally waive trial by jury in any legal action or proceeding relating to the
Indenture and any supplemental indenture and for any counterclaim relating thereto.
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Chilean Debt Acknowledgment Deed
In addition to the New Notes, the Issuer and the Guarantors shall execute and deliver an Escritura Pblica
de Reconocimiento de Deuda (Debt Acknowledgment Deed) governed by the laws of the Republic of Chile (the
Chilean Debt Acknowledgment Deed), which shall be signed by (a) the legal representatives of the Issuer, who,
on such entitys behalf, shall acknowledge the existence of a debt in favor of the Noteholders on terms identical to
those in the New Notes and the New Notes Indenture (e.g., principal amount, interest rate and principal and interest
payment dates), and shall include an acceleration clause triggered solely upon a payment default, and (b) the legal
representatives of each Guarantor, who, on such entitys behalf, shall guarantee the payment of principal and interest
on the New Notes in accordance with the terms reflected in the Chilean Debt Acknowledgment Deed. The Chilean
Debt Acknowledgment Deed shall be executed by the Issuer and the Guarantors in a public deed, before a Chilean
notary public, and a certified copy (copia autorizada) of such public deed shall be delivered to the Chilean
Collateral Trustee. Payment of any part of the principal or interest of the New Notes shall, to the extent that such
payment discharges the Debtors obligations in respect of the payment of the principal or interest evidenced by the
New Notes, discharge such obligation in the Chilean Debt Acknowledgment to the same extent.
Trustee
The Bank of New York Mellon is the Trustee under the Indenture.
The Indenture contains provisions for the indemnification of the Trustee and for its relief from
responsibility. The obligations of the Trustee to any holder are subject to such immunities and rights as are set forth
in the Indenture.
Except during the continuance of an Event of Default, the Trustee need perform only those duties that are
specifically set forth in the Indenture and no others, and no implied covenants or obligations will be read into the
Indenture against the Trustee or the principal paying agent. In case an Event of Default has occurred and is
continuing, the Trustee shall exercise those rights and powers vested in it by the Indenture, and use the same degree
of care and skill in such exercise, as a prudent person would exercise or use under the circumstances in the conduct
of his own affairs. No provision of the Indenture will require the Trustee or the principal paying agent to expend or
risk its own funds or otherwise incur any financial liability in the performance of its duties thereunder, or in the
exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense.
The Issuer and the Guarantors and their respective affiliates may from time to time enter into normal
banking and Trustee relationships with the Trustee and its affiliates. The address of the Trustee is 101 Barclay
Street, New York, New York, 10286.
Currency Indemnity
U.S. dollars are the sole currency of account and payment for all sums payable by the Issuer and the
Guarantors under or in connection with the New Notes, including damages. Any amount received or recovered in a
currency other than U.S. dollars (whether as a result of a judgment or the enforcement of a judgment or order of a
court of any jurisdiction, in the winding-up or dissolution of any of the Issuer or the Guarantors or otherwise) by any
holder of a New Note in respect of any sum expressed to be due to it from any of the Issuer and the Guarantors will
only constitute a discharge of such sum to the extent of the amount of U.S. dollars that the recipient is able to
purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or,
if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that
U.S. dollar amount is less than the U.S. dollar amount expressed to be due to the recipient under any New Note, the
Issuer and the Guarantors will jointly and severally indemnify such holder against any loss sustained by it as a
result; and if the amount of U.S. dollars so purchased is greater than the sum originally due to such holder, such
holder will, by accepting a New Note, be deemed to have agreed to repay such excess. In any event, the Issuer and
the Guarantors will jointly and severally indemnify the recipient against the cost of making any such purchase.
For the purposes of the preceding paragraph, it will be sufficient for the holder of a New Note to certify in a
satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual
purchase of U.S. dollars been made with the amount so received in that other currency on the date of receipt or
recovery (or, if a purchase of U.S. dollars on such date had not been practicable, on the first date on which it would
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have been practicable, it being required that the need for a change of date be certified in the manner mentioned
above). These indemnities constitute a separate and independent obligation from the other obligations of the Issuer
and the Guarantors, will give rise to a separate and independent cause of action, will apply irrespective of any
indulgence granted by any holder of a New Note and will continue in full force and effect despite any other
judgment, order, claim or proof for a liquidated amount in respect of any sum due under any New Note.

Certain Definitions
Unless otherwise indicated or the context otherwise requires, all references in this Description of
New Notes and Finance Agreements have the meanings below.
Accelerated Hedge Payments means the present value of the premiums payable over the
remaining life of the New Notes Hedge Agreement, net of the present value of any premium payments payable to
Alsacia, if any, as calculated by the New Notes Hedge Counterparty in accordance therewith.
Accounts means collectively the Chilean Accounts, the NY Accounts, and the Additional
Payment Accounts.
Act of Required Debtholders is defined under Description of New Notes and Finance
AgreementsThe Secured Party Trustees.
Additional Agreements means all agreements or contracts (as amended from time to time)
entered into by, or the benefits of which run to, the Concessionaires in connection with the Concession Agreements,
the AFT Agreement, the Collection Mandate Agreements and the Technology Services Agreements (including,
without limitation, each service contract, publicity contract, supply contract, lease or other agreement contemplated
or permitted by the Operating Agreements), the gross value (measured by either liabilities or receivables at the time
such agreements or contracts are entered into, amended or supplemented in any manner) of which (either
individually or in the aggregate with any other contracts comprising the same transaction or series of related
transactions) equals or exceeds U.S.$3.0 million per annum.
Additional Amounts is defined under Description of New Notes and Finance Agreements
Additional Amounts.
Additional Collateral Agreement means any agreement or contract that has, or any group of
related agreements or contracts that have, a Fair Market Value equal to or greater than U.S.$1.0 million and that
would constitute an Additional Agreement if the gross value thereof, determined as provided in such definition,
were equal to or greater than $3.0 million per annum.
Additional Payment Accounts is defined under Description of New Notes and Finance
AgreementsSemi-annual Distributions.
Affiliate or affiliate means, with respect to any specified Person, any other Person directly or
indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, control, when used with respect to any specified Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing.
Affiliate Transaction is defined under Description of New Notes and Finance Agreements
Affirmative Covenants of the Issuer and the GuarantorsLimitations on Affiliate Transactions.
AFT means the Transantiago Financial Administrator (Administrador Financiero de
Transantiago S.A.), the collection agent and custodian of funds for Transantiago.
AFT Agreement means the Financial Administration Complementary Services Agreement,
dated July 28, 2005, between the AFT and the MTT, as amended from time to time.
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Agent means any registrar, paying agent, transfer agent, authenticating agent or co-registrar.
Alsacia or the Issuer means Inversiones Alsacia S.A., which holds rights under one of the
Concessions.
Annual Budget is defined under Description of New Notes and Finance Agreements
Affirmative Covenants of the Issuer and the GuarantorsBudgets.
Asset Disposition is defined under Description of New Notes and Finance Agreements
Affirmative Covenants of the Issuer and the GuarantorsLimitations on Sale of Assets.
Asset Pledge Agreements is defined under Description of New Notes and Finance
AgreementsCollateral.
Bankruptcy Event of Default is defined under Description of New Notes and Finance
AgreementsEvents of Default.
Base Case Model means the financial model, certified as having been prepared in good faith by
an Officer of the Issuer in accordance with the Annual Budget, as set forth in an exhibit to the Indenture, as such
Base Case Model may be revised from time to time pursuant to the Indenture.
BI means Banco Internacional.
Board Meeting is defined under Description of New Notes and Finance Agreements
Affirmative Covenants of the Issuer and the Guarantors Board Observation Right.
Budgeted Restructuring Fees and Hedge Payments means U.S.$16.5 million.
Bus Network means the bus transportation and related operating systems subject to the
Concession Agreements.
Bus Pledge Agreements is defined under Description of New Notes and Finance Agreements
Collateral.
Bus Terminal Loan means a U.S.$12.5 million loan from BI to Alsacia, guaranteed by the
Guarantors and Lorena SpA and secured by the Excluded Depot and the capital stock of Lorena SpA.
Business Day means any day other than a Saturday, Sunday or other day on which banking
institutions in New York City, New York, or Santiago, Chile, are permitted or required by applicable law to remain
closed.
Camden is defined under Description of New Notes and Finance Agreements General.
Camden O&M Account is defined under Description of New Notes and Finance Agreements
Establishment of Accounts.
Camden Operating Costs is defined under Description of New Notes and Finance
AgreementsEstablishment of Accounts.
Camden Pledge Agreements is defined under Description of New Notes and Finance
Agreements Collateral.
Camden Share Pledge Agreements is defined under Description of New Notes and Finance
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CAPEX Basket is defined under Description of New Notes and Finance Agreements
Affirmative Covenants of the Issuer and the GuarantorsCAPEX Costs.
CAPEX Budget is defined under Description of New Notes and Finance Agreements
Affirmative Covenants of the Issuer and the GuarantorsCAPEX Costs.
CAPEX Costs means the aggregate amount of capital expenditures of the Concessionaires for
fixed or capital assets for the Bus Network or a Permitted Business which, in accordance with Chilean GAAP,
would be classified as capital expenditures, to be incurred by the Concessionaires in good faith, on an arms-length
basis and in the ordinary course of business, excluding any such expenditures that are Repair Payments, but
including Overhaul Costs.
Capital Stock means: (i) in the case of a corporation, corporate stock of any class; (ii) in the case
of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock; (iii) in the case of a partnership or limited liability company, partnership or
membership interests (whether general or limited); and (iv) any other interest or participation that confers on a person
the right to receive a share of the profits and losses of, or distributions of assets of, the issuing person.
Cash Balance is defined under Description of New Notes and Finance Agreements
CovenantsMinimum Cash Maintenance.
Cash Flow NPV means, with respect to any period, the net present value of the combined
projected cash flows of the Issuer and the Guarantors, excluding debt service in respect of the New Notes and
Management Incentive Fees and Catch-Up Payments, for such period, discounted at a rate of 8.0% per annum.
Catch-Up Payments is defined under Description of New Notes and Finance Agreements
Negative Covenants of the Issuer and the GuarantorsLimitations on Restricted Payments.
Change of Control is defined under Description of New Notes and Finance Agreements
Repurchase of New Notes upon a Change of Control.
Change of Control Date is defined under Description of New Notes and Finance Agreements
Repurchase of New Notes upon a Change of Control.
Change of Control Offer is defined under Description of New Notes and Finance
AgreementsRepurchase of New Notes upon a Change of Control.
Change of Control Payment Date is defined under Description of New Notes and Finance
Agreements Repurchase of New Notes upon a Change of Control.
Change of Control Purchase Price is defined under Description of New Notes and Finance
Agreements Repurchase of New Notes upon a Change of Control.
Chile means the Republic of Chile.
Chilean Accounts means collectively the Revenue Account, the O&M Accounts, the Camden
O&M Account, the Overhaul Accounts, and the Transaction Checking Accounts.
Chilean Central Bank (Banco Central de Chile) means the Central Bank of Chile, an
autonomous entity created by the Chilean Government and given authority over the countrys monetary policy.
Chilean Collateral Trustee means Banco Santander Chile.
Chilean Debt Acknowledgment Deed is defined under Description of New Notes and Finance
AgreementsChilean Debt Acknowledgment Deed.
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Chilean Government means the government of Chile.
Chilean Money Pledges is defined under Description of New Notes and Finance Agreements
Collateral.
Chilean Security Documents means the Security Documents other than the NY Account Pledge
Agreements.
Collection Mandate Agreements means, collectively, the Collection Mandate Agreement, dated
October 19, 2005, between Alsacia and the AFT, as amended from time to time, and the Collection Mandate
Agreement, dated October 19, 2005, between Express and the AFT, as amended from time to time.
Collateral is defined under Description of New Notes and Finance AgreementsCollateral.
Collateral Trust Agreement is defined under Description of New Notes and Finance
AgreementsCollateral Trust Agreement.
Company Accounts means the Payment Account and the Chilean Accounts.
Compliance Certificate means a certificate executed by the chief financial officer of the Issuer
and each Guarantor certifying that such officer has made or caused to be made a review of the transactions and
financial condition of the Issuer and each Guarantor as of the last day of the period covered by such financial
statements and that such review did not disclose the existence of any event or condition that constitutes a Default or
an Event of Default under any Transaction Document to which the Issuer and each Guarantor is a party, or if any
such event or condition existed or exists, the nature thereof and the corrective actions that Issuer and each Guarantor
has taken or proposes to take with respect thereto, and also certifying that the Issuer and each Guarantor is in
compliance with its obligations under the Indenture and each other Transaction Document to which it is a party or, if
such is not the case, stating the nature of such noncompliance and the corrective actions that the Issuer has taken or
proposes to take with respect thereto.
Concession Agreements means, collectively, the Concession Agreement, dated December 23, 2011,
between Alsacia and the Ministry, as amended from time to time, and the Concession Agreement, dated December 23,
2011, between Express and the Ministry, as amended from time to time, and any other similar concession agreements
between the Ministry or any other Governmental Authority and either Concessionaire in respect of the operation of
public bus services in the Transantiago System entered into from time to time in accordance with the Indenture, in all
cases as certified to by the Issuer and the Guarantors.
Concession Extension is defined under Description of New Notes and Finance Agreements
General.
Concession Pledge Agreements is defined under Description of New Notes and Finance
Concessions means collectively the rights of Alsacia and Express under their Concession
Agreements and the Bidding Guidelines to operate their bus systems on their designated routes.
Concessionaires means Alsacia and Express.
Contingent Hedge Payments means, with respect to any contract, agreement or arrangement
giving rise to Hedging Obligations, any amounts paid or to be paid by the Concessionaires to the related Hedge
Counterparty as a result of the early termination, breakage or mark-to-market determinations or similar contingent
amounts under such contract, agreement or arrangement other than Excluded Contingent Hedge Payments.
Contingent Hedge Payments do not constitute a part of any Hedge Payments.
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Controlling Party means, as of any date of determination, the Noteholders and the New Notes
Hedge Counterparty that, in the aggregate, hold more than 50% of the Voting Balances; provided that, with respect
to certain waivers and amendments, the consent of each affected Noteholder and affected New Notes Hedge
Counterparty will also be required. New Notes held by the Issuer, the Guarantors or any of their respective affiliates
are excluded from this definition.
Corrupt Practices Laws means, to the extent applicable with respect to the Issuer or any
Guarantor, (a) the United States Foreign Corrupt Practices Act of 1977 (Pub. L. No. 95-213, 101-104), as
amended and (b) any other applicable law having the force of law, applicable to the Issuer or any Guarantor and
relating to bribery, kick-backs or similar business practices.
Debt means, with respect to any Person, without duplication:
(a) the principal of and premium, if any, in respect of (i) indebtedness of such Person for borrowed
money and (ii) indebtedness evidenced by notes, debentures, bonds or other similar instruments
for the payment of which such Person is responsible or liable;
(b) all capital lease obligations of such Person;
(c) all obligations of such Person issued or assumed as the deferred purchase price of property, all
conditional sale obligations of such Person and all obligations of such Person under any title
retention agreement (but excluding trade accounts payable or other short-term obligations to
suppliers payable within 180 days, in each case arising in the ordinary course of business);
(d) all obligations of such Person for the reimbursement of any obligor on any letter of credit, bankers
acceptance or similar credit transaction (other than obligations with respect to letters of credit securing
obligations (other than obligations described in clauses (a) through (c) above) entered into in the
ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if
and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day
following receipt by such Person of a demand for reimbursement following payment on the letter of
credit);
(e) all Hedging Obligations of such Person;
(f) all obligations of the type referred to in clauses (a) through (e) of other Persons and all dividends
of other Persons for the payment of which, in either case, such Person is responsible or liable,
directly or indirectly, as obligor, guarantor or otherwise, including by means of any guarantee
(other than obligations of other Persons that are customers or suppliers of such Person for which
such Person is or becomes so responsible or liable in the ordinary course of business to (but only
to) the extent that such Person does not, or is not required to, make payment in respect thereof);
(g) all obligations of the type referred to in clauses (a) through (e) of other Persons secured by any
Lien on any property or asset of such Person (whether or not such obligation is assumed by such
Person), the amount of such obligation being deemed to be the lesser of the value of such property
or assets or the amount of the obligation so secured; and
(h) any other obligations of such Person which are required to be, or are in such Persons financial
statements, recorded or treated as debt under GAAP.
Discharge of Parity Lien Obligations is defined under Description of New Notes and Finance
Agreements The Secured Party Trustees.
Disposition is defined under Description of New Notes and Finance AgreementsAffirmative
Covenants of the Issuer and the GuarantorsDispositions.
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Disqualified Stock means, with respect to any Person, any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the
holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or is redeemable at the option of the holder of the Capital Stock, in whole or
in part, prior to the date that is one year after the date on which the New Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the
Capital Stock have the right to require the Issuer or any Guarantor to repurchase such Capital Stock upon the
occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital
Stock provide that the Issuer or any Guarantor may not repurchase or redeem any such Capital Stock pursuant to
such provisions unless such repurchase or redemption requires the prior repayment in full of the New Notes. The
term Disqualified Stock will also include any options, warrants or other rights that are convertible into
Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date
that is one year after the date on which the New Notes mature.
Eco Uno means Inversiones Eco Uno S.A., which is an intermediate holding company expected
to be controlled by our Principal Shareholder that owns 99.998% of the equity of Express and will be a Guarantor of
the New Notes.
Equity Interests of any Person means (1) any and all Capital Stock of such Person and (2) all
rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of
or interests in (however designated) such Capital Stock of such Person.

Event of Default is defined under Description of New Notes and Finance AgreementsEvents
of Default.
Excess Cash is defined under Description of New Notes and Finance Agreements
RedemptionMandatory Redemption with Excess Cash.
Excess Cash Determination Date is defined under Description of New Notes and Finance
AgreementsRedemptionMandatory Redemption with Excess Cash.
Excess Cash Redemptions is defined under Description of New Notes and Finance
Excess Cash Redemption Account is defined under Description of New Notes and Finance
AgreementsEstablishment of Accounts.
Excess Cash Redemption Date is defined under Description of New Notes and Finance
AgreementsGeneral.
Excess Cash Transfer Date is defined under Description of New Notes and Finance
Excluded Contingent Hedge Payments means, in relation to any contract, agreement or
arrangement giving rise to Hedging Obligations that is in effect with respect to the New Notes or any other Senior
Indebtedness, an amount equal to the amount of any termination payment due and payable under such contract,
agreement or arrangement to the relevant Hedge Counterparty as a result of a Hedge Counterparty Default with
respect to such Hedge Counterparty.
Excluded Depot means the Huechuraba terminal.
Excluded Depot Mortgage is defined under Description of New Notes and Finance
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Expense Budget is defined under Description of New Notes and Finance Agreements
Deposits of Funds to and Distributions of Funds from the O&M Accounts.
Express means Express de Santiago Uno S.A., which holds rights under one of the Concessions
and is a Guarantor of the New Notes.
Express Share Pledge Agreements is defined under Description of New Notes and Finance
Expropriation Compensation means all value (whether in the form of money, securities,
property or otherwise) paid or payable by any Governmental Authority in Chile, in whole or partial settlement of
claims, whether or not resulting from judicial proceedings and whether paid or payable within or outside Chile, as
compensation for or in respect of any Expropriatory Action.
Expropriatory Action means any action or series of actions taken, authorized, ratified or
acquiesced in by any Governmental Authority in Chile, or any Person purporting to act as a Governmental Authority
in Chile or any governing authority which is in de facto control of part of Chile or arising under any Chilean Law,
for the appropriation, confiscation, expropriation, seizure or nationalization (by intervention, condemnation or other
form of taking), whether with or without compensation and whether under color of law or otherwise (including
through confiscatory taxation or imposition of confiscatory charges), of ownership or control of the Concession
rights, the Operating Agreements or the Bus Network, or any substantial portion thereof, held by Concessionaires or
any substantial portion of the Concessionaires economic benefits therefrom.
Fair Market Value means, with respect to any asset, the price which could be negotiated in an
arms-length free market transaction, for cash, between a willing seller and a willing buyer, neither of which is under
compulsion to complete the transaction, (i) if such asset has a price of at least U.S.$1.0 million and less than
U.S.$10.0 million, as such price is determined in good faith by the board of directors of the relevant Concessionaire
as evidenced by a resolution of such board of directors; or (ii) if such asset has a price of at least U.S.$10.0 million,
as such price is determined by an opinion as to the fairness of such price to such Concessionaire from a financial
point of view issued by an investment banking firm of international standing.
Final Maturity Date is defined under Description of New Notes and Finance Agreements
Final Maturity Date.
Finance Agreements means, collectively, the New Notes, the Indenture, the Supplemental
Indenture, the New Notes Hedge Agreement, the Guarantees and the Security Documents.
First Sharing Trigger Date is defined under Description of New Notes and Finance
Fuel Pledge Agreements is defined under Description of New Notes and Finance
Further Concession Distributions is defined under Description of New Notes and Finance
Agreements Negative Covenants of the Issuer and the Guarantors Limitations on Restricted Payments.
Further Concession Extension is defined under Description of New Notes and Finance
Agreements General.
GAAP means generally accepted accounting principles in Chile or IFRS to the extent then
applicable, in each case as in effect on the date of the Indenture.
Governmental Authority means any government, governmental department, ministry,
commission, board, bureau, agency, regulatory authority, instrumentality of any government (central or local),
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judicial, legislative or administrative body, domestic or foreign, federal, state or local, having jurisdiction over the
person or matter in question.
GPS Group or Principal Shareholder means Global Public Services GPS, S.A., a Panama
corporation. On the Issue Date, GPS Group will directly or indirectly own 100% of Panamerican, 99.695% of Eco
Uno, 99.998% of Express and 99.997% of Alsacia and is beneficially owned by Carlos Ros, Javier Ros and entities
controlled by them and members of their family.
Guarantee is defined under Description of New Notes and Finance AgreementsGuarantees.
Guarantors means, collectively, Express, Panamerican, Eco Uno and Camden.
Hedge Counterparty means the counterparty to any contract, agreement or arrangement giving
rise to Hedging Obligations in each case in the ordinary course of business for the purpose of fixing, hedging or
swapping interest rate, foreign currency exchange rate or fuel cost risk, and not for speculative purposes, and which
counterparty is entitled to receive the Hedge Payments under such contract, agreement or arrangement.
Hedge Counterparty Default means the occurrence of a default or an event of default (as defined
in the relevant contract, agreement or arrangement giving rise to Hedging Obligations) with respect to the relevant
Hedge Counterparty, where the relevant Hedge Counterparty is the defaulting party (as defined in such contract,
agreement or arrangement) or such default or event of default has been caused by an action or omission of such
Hedge Counterparty.
Hedge Interest Amounts means, with respect to the New Notes and any other Senior
Indebtedness, the amounts (if any) specified to be paid by the Concessionaires to the Hedge Counterparty in
accordance with the Indenture or the agreement related to such other Senior Indebtedness which are calculated by
reference to a rate of interest. For the avoidance of doubt, the term Hedge Interest Amounts does not include any
amounts of Contingent Hedge Payments.
Hedge Payments means payments (other than Contingent Hedge Payments) due by or to
Concessionaires under Hedging Obligations, in each case in the ordinary course of business for the purpose of
fixing, hedging or swapping interest rate, foreign currency exchange rate or fuel cost risk (or to reverse or amend
any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase
the Debt of the obligor outstanding at any time other than as a result of fluctuations in interest rates, foreign currency
exchange rates or fuel cost, or by reason of fees, indemnities and compensation payable thereunder. For the
avoidance of doubt, the term Hedge Payments in respect of the New Notes and any other Senior Indebtedness
includes Hedge Interest Amounts.
Hedge Preference Amount is defined under Description of New Notes and Finance
Hedging Obligations means, with respect to any specified Person, the obligations of such Person
under (i) any interest rate protection agreement, interest rate future agreement, interest rate option agreement,
interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or
arrangement; (ii) any commodity forward contract, commodity swap agreement, commodity option agreement or
other similar agreement or arrangement; or (iii) any foreign exchange contract, option, currency swap agreement or
other similar agreement or arrangement.
IFRS means the International Financial Reporting Standards as promulgated by the International
Accounting Standards Board.
Incurrence Date is defined under Description of New Notes and Finance Agreements
Affirmative Covenants of the Issuer and the GuarantorsIncurrence of Senior Indebtedness.
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Indenture means the Indenture to be entered into as of the Issue Date, by and among the Issuer,
the Guarantors and the Secured Party Trustees, as such may be amended, supplemented or otherwise modified from
time to time thereafter.
Initial Periodic Distribution is defined under Description of New Notes and Finance
AgreementsNegative Covenants of the Issuer and the GuarantorsLimitations on Restricted Payments.
Insurance Appointments is defined under Description of New Notes and Finance
Interest Payment Date is defined under Description of New Notes and Finance Agreements
General.
Investments means, with respect to any Person, all direct or indirect investments by such Person
in other Persons (including affiliates) in the form of loans or other extensions of credit (including guarantees),
advances, capital contributions (by means of any transfer of cash or other property to others or any payment for
property or services for the account or use of others), purchases or other acquisitions for consideration of Debt,
Equity Interests or other securities, together with all items that are or would be classified as investments on a
balance sheet prepared in accordance with GAAP.
Issue Date means [].
Issuer means Alsacia.
Issuer Share Pledge Agreements is defined under Description of New Notes and Finance
Key Meeting is defined under Description of New Notes and Finance Agreements
Affirmative Covenants of the Issuer and the Guarantors MTT Observation Right.
Lien means any mortgage, lien, pledge, charge, security interest, easement or encumbrance of
any kind in respect of an asset, whether or not filed, recorded or otherwise perfected or effective under applicable
law, as well as (a) the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title
retention agreement relating to such asset and (b) except as contemplated by the Indenture or any other Transaction
Document, any designation of loss payees or beneficiaries or any similar arrangement under any insurance policy.
Management Incentive Fees is defined under Description of New Notes and Finance
Agreements Affirmative Covenants of the Issuer and the Guarantors Limitations on Restricted Payments.
Material Adverse Change means (a) a material adverse change in, or a material adverse effect
on, the financial position, results of operations or business of the Issuer and the Guarantors, taken as a whole, (b) a
material adverse change in, or a material adverse effect on, the ability of the Issuer or any Guarantor to perform their
(i) respective non-payment obligations under any Finance Agreement having due regard to the interest of the
Noteholders and (ii) payment obligations under any Finance Agreement, taking the Issuer and the Guarantors as a
whole, (c) a material adverse change in, or a material adverse effect on, the rights of the Trustee or the Noteholders
under any Finance Agreement, or (d) either (i) any Transaction Document shall no longer be valid, effective or
enforceable, or (ii) the obligation of the AFT and/or any Governmental Authority to make payments in respect of
any subsidies or otherwise as contemplated on the date hereof in connection with the Concession Agreements, the
AFT Agreement, the Collection Mandate Agreements and/or the Technology Services Agreement shall be changed
or affected, provided that either (i) or (ii) results in any of the events in (a) through (c) above.
Ministry or MTT means the Ministry of Transportation and Telecommunication (Ministerio
de Transportes y Telecomunicaciones), which regulates Transantiago, is the Issuers counterparty under the
Concessions and is responsible for the administration, regulation and operation of the Concessions.
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Mortgages is defined under Description of New Notes and Finance AgreementsCollateral.
Net Available Cash from an Asset Disposition means cash payments received (including any
cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or
otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and
when received, but excluding any other consideration received in the form of assumption by the acquiring Person of
Debt or other obligations relating to the Properties or assets that are the subject of such Asset Disposition or received
in any other non-cash form) therefrom, in each case net of:
(i) all legal fees and expenses, title and recording tax expenses, commissions and other fees and
expenses Incurred, all federal, state, provincial, foreign and local taxes and all other liabilities
required to be paid as a matter of law or accrued as a liability under GAAP, in each case as a
consequence of such Asset Disposition;
(ii) all payments, including any prepayment premiums or penalties, made on any Debt that is secured
by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or
other security agreement of any kind with respect to such assets, or that must by its terms, or in
order to obtain a necessary consent to such Asset Disposition, or by applicable law be repaid out
of the proceeds from such Asset Disposition; and
(iii) appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, against
any liabilities associated with the property or other assets disposed of in such Asset Disposition
and retained by the Issuer or any Guarantor after such Asset Disposition.
New Notes means the U.S.$364,433,466.67 of 8.00% Senior Secured Notes described under
Description of New Notes and Finance Agreements.
New Notes Hedge Agreement means each Chilean peso-U.S. dollar currency hedge in respect of
the New Notes.
New Notes Hedge Counterparty means each Hedge Counterparty, including its successors and
assigns, that will enter into a New Notes Hedge Agreement with the Issuer.
New Notes Hedge Value means, with respect to any New Notes Hedge Agreement on any date of
determination, (a) prior to the termination of such New Notes Hedge Agreement, an amount (which will be zero if
negative) that would be payable by the Issuer under such New Notes Hedge Agreement if (i) such New Notes Hedge
Agreement were being terminated early on such date of determination due to a termination event or event of default,
(ii) the Issuer were the sole affected party or defaulting party and (iii) the applicable New Notes Hedge Counterparty
were the sole party determining such payment amount, and (b) from and after the termination of such New Notes
Hedge Agreement, an amount equal to the Contingent Hedge Payments as of such date of determination (other than
any amounts paid prior to such date). In determining the amount of any New Notes Hedge Value, the Trustee and
each Collateral Trustee may conclusively rely upon reasonably detailed good faith calculations supplied by the
relevant New Notes Hedge Counterparty pursuant to and in accordance with the Indenture as to the amount of such
New Notes Hedge Value in respect of the New Notes Hedge Agreement to which such New Notes Hedge
Counterparty is a party; provided that if the relevant New Notes Hedge Counterparty shall have failed to deliver such
good faith calculations within 2 Business Days following receipt by the New Notes Hedge Counterparty of the
Trustees request therefor in accordance with the terms of the Indenture, then such New Notes Hedge Values shall be
deemed to be zero.
Noteholder means the Person in whose name a New Note is registered in the Register.
NY Account Pledge Agreements is defined under Description of New Notes and Finance
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NY Accounts means collectively the Payment Account, the Shareholder Distribution Account
and the Excess Cash Redemption Account.
O&M Accounts is defined under Description of New Notes and Finance Agreements
O&M Costs means cash operations and maintenance costs, including payments required to be
made under the Operating Agreements (including CAPEX Costs for an aggregate amount not to exceed
U.S.$3.0 million per year), payments for insurance, employee salaries, contractors and suppliers, wages and other
employment-related costs, taxes, administrative expenses, legal and accounting fees, settlement of legal
proceedings in connection with the operation of the Bus Network or any Permitted Business, professional and
consulting services (provided that no more than U.S.$150,000 of such amount in any fiscal year may be paid to an
affiliate of the Concessionaires (excluding (i) professional and consulting services directly related to the
Restructuring, (ii) payments to Camden so long as it is a Guarantor and (iii) payments to Recticenter SpA and
Cityservices SpA in compliance with Limitations on Restricted Payments and Limitations on Affiliate
Transactions)), consumables, fuel, spare parts, leases obligations and other similar costs, in each case incurred
and paid by the Concessionaires in good faith, on an arms-length basis and in the ordinary course of business; in
addition, O&M Costs will include taxes and administrative expenses of Panamerican and Eco Uno for an aggregate
amount not to exceed U.S.$150,000 in any fiscal year.
O&M Transaction Checking Accounts is defined under Description of New Notes and Finance
Agreements Establishment of Accounts.
Obligations means any principal (including reimbursement obligations with respect to letters of
credit whether or not drawn), interest, premium (if any), fees, indemnifications, reimbursements, expenses and other
liabilities payable under the documentation governing any Debt.

Officer means, with respect to any Person, the chairman of the board, the chief executive
officer, the president, the chief operating officer, the chief financial officer, the treasurer, the controller or any vice-
president of such Person.
Officers Certificate, of any Person, means a certificate signed on behalf of such Person by at
least two Officers of such Person, one of whom must be the principal executive officer, the principal financial
officer, the treasurer or the principal accounting officer of such Person, unless otherwise provided.
Operating Agreements means, collectively, the Concession Agreements, the AFT Agreement, the
Collection Mandate Agreements, the Technology Services Agreements and all the Additional Agreements.
Opinion of Counsel means a written opinion of counsel, who may be counsel to the Issuer or to
the Guarantors, as applicable, and who will be reasonably acceptable to the Trustee.
Other Pledge Agreements is defined under Description of New Notes and Finance
Overhaul Accounts is defined under Description of New Notes and Finance Agreements
Overhaul Budget is defined under Description of New Notes and Finance Agreements
Deposits of Funds to and Distribution of Funds from the Overhaul Accounts.
Overhaul Costs means the aggregate amount required and necessary for the major maintenance
on the gear box, engine or transmission overhaul of the buses comprising the Bus Network during the following one
month on a rolling basis to be incurred by the Concessionaires in good faith, on an arms-length basis and in the
ordinary course of business.
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Overhaul Transaction Checking Accounts is defined under Description of New Notes and
Finance AgreementsEstablishment of Accounts.
Panamerican means Panamerican Investments Ltd., a holding company owned by GPS Group
that directly or indirectly holds 99.695% of Eco Uno and is a Guarantor of the New Notes.
Parts Inventory means any group of related assets consisting of spare bus parts with an
aggregate value of U.S.$1.0 million or more that were acquired in the ordinary course of business for incorporation
into the Concessionaires buses.
Payment Account is defined under Description of New Notes and Finance Agreements
Payment Date is defined under Description of New Notes and Finance AgreementsGeneral.
Payment Default is defined under Description of New Notes and Finance AgreementsEvents
of Default.
Payment Period is defined under Description of New Notes and Finance AgreementsSemi-
annual Distributions.
Payment Transfer Date is defined under Description of New Notes and Finance Agreements
Semi-annual Distributions.
Periodic Distributions is defined under Description of New Notes and Finance Agreements
Permitted Business means (a) any business conducted or proposed to be conducted (as described
in this Disclosure Statement) by the Concessionaires on the Issue Date, or (b) other businesses (i) reasonably related
or ancillary thereto or (ii) which require a concession for rendering public services and as permitted by the
Concession Agreements (including by waiver or amendment), in each of (i) and (ii) so long as at the time any such
Permitted Business is proposed to be commenced or acquired by either Concessionaire, the assets or liabilities
associated therewith shall not, on a pro forma basis, exceed 35% of the consolidated assets or liabilities,
respectively, of the Concessionaires considered together (except, for the avoidance of doubt, any Unrestricted
Subsidiary).
Permitted Cases means the voluntary cases under Chapter 11 of title 11 of the United States
Code, 11 U.S.C. 1011532, in the United States Bankruptcy Court for the Southern District of New York to
effect the Restructuring as set forth in the Joint Prepackaged Chapter 11 Plan and any voluntary case initiated under
Chapter 8 of the Chilean Law of Insolvency and Re-Entrepreneurship of Companies and Persons of 2014, seeking
recognition of the voluntary cases under Chapter 11 as a foreign main proceeding as such term is defined in Art.
301(b) thereof.
Permitted Chilean Investments means any of the following, and which may include investments
in respect of which the Trustee or the Chilean Collateral Trustee acts as investment advisor or manager: (a) fixed
income securities issued by the Chilean Treasury, the Chilean Central Bank, Chilean banks or corporations with an
international rating of at least A by S&P, A by Fitch or A2 by Moodys, or a Chilean domestic rating of at
least AA or equivalent by any of such rating agencies; (b) repurchase agreements (i) with any of the entities
mentioned in (a) above and (ii) with respect to which the collateral consist of fixed income securities issued by the
Chilean Treasury, the Chilean Central Bank or any of the entities mentioned in (a) above; and (c) time deposit
accounts, certificates of deposit and money market deposits issued by Chilean banks mentioned in (a) above; in
each case denominated and payable in Chilean pesos or, in respect of investments by the Issuer or Express, U.S.
Dollars and with a maturity date not more than 180 days after the date of acquisition thereof.
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Permitted Investments means (a) cash, Permitted Chilean Investments and Permitted U.S.
Investments; (b) receivables in respect of Hedge Payments; (c) stock, obligations or securities received in settlement
of (or foreclosure with respect to) debts created in the ordinary course of business and owing to either
Concessionaire or in satisfaction of judgments or compromise of claims; (d) payroll, travel and similar advances to
cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting
purposes and that are made in the ordinary course of business; (e) Investments in Vendor Financing SPVs if all of the
conditions set forth in clause (g) of this definition are satisfied, other than that (i) such Vendor Financing SPV need
not be an Unrestricted Subsidiary, (ii) the Concessionaires may guarantee Vendor Financing incurred by such Vendor
Financing SPV if and to the extent otherwise permitted under the Indenture and (iii) the Concessionaires may grant
Liens on the Capital Stock of such Vendor Financing SPV to secure such Vendor Financing; (f) Receivables owing to
either Concessionaire if created or acquired in the ordinary course of business; (g) Investments in an affiliate of the
Issuer and/or any Guarantor, provided that the Issuer and the Guarantors shall have delivered to the Trustee at least
30 days in advance of making such Investment an Officers Certificate executed by its respective chief financial
officer and chief executive officer setting forth: (i) that such affiliate will only engage in a business that, if
conducted by either Concessionaire, would be a Permitted Business, (ii) that such affiliate will be an Unrestricted
Subsidiary for purposes of the Indenture, (iii) in reasonable detail, the agreements, contracts and transactions that are
expected to be entered into by and between such affiliate and the Issuer or any Guarantor, (iv) that there will be no
other liability of any kind or obligation to invest or transfer assets by the Issuer or any Guarantor in connection
therewith, (v) that any transactions between such affiliate and the Issuer or any Guarantor will comply with the
limitations on affiliate transactions covenant, (vi) that such Investment in the affiliate will be funded with a cash
common equity or capital contribution to the Issuer or any Guarantor (which cash common equity or capital
contribution proceeds shall not be required to be deposited into the Revenue Account), and (vii) that the Issuer and
the Guarantors shall deliver to the Trustee within ten days after the end of each fiscal quarter an Officers Certificate
executed by its respective chief financial officer and chief executive officer indicating compliance with
clauses (i) through (vi) above; (h) an equity Investment in any Person received by the Issuer or any Guarantor solely
in consideration for provision by the Concessionaires of technical, management or other related support services to
such Person (or its subsidiaries), provided that the Issuer and the Guarantors shall have delivered to the Trustee at
least 30 days in advance of making such Investment an Officers Certificate executed by its respective chief
financial officer and chief executive officer to the same effect as clauses (ii) through (vi) of the preceding clause (g)
of this definition (whether or not such Person is an affiliate) and in addition setting forth (i) that such Person (and its
subsidiaries) will exonerate the Issuer and the Guarantors for any liability in connection therewith to the full extent
permitted by applicable law, and (ii) that the Issuer and the Guarantors shall deliver to the Trustee within ten days
after the end of each fiscal quarter an Officers Certificate executed by its respective chief financial officer and chief
executive officer indicating compliance with clauses (ii) through (vi) and (i) above; (i) Investments by the Issuer or
any Guarantor in the Issuer or any Guarantor; and (j) additional Investments having an aggregate Fair Market Value,
taken together with all other Investments made pursuant to this clause (j) that are at the time outstanding, not to
exceed U.S.$1.0 million at the time of such Investment (with the Fair Market Value of each Investment being
measured at the time made and without giving effect to subsequent changes in value).
Permitted Liens is defined under Description of New Notes and Finance Agreements
Negative Covenants of the Issuer and the Guarantors.
Permitted Management Payments is defined under Description of New Notes and Finance
AgreementsNegative Covenants of the Issuer and the Guarantors Limitations on Restricted Payments.
Permitted Refinancing Indebtedness means any Debt of the Concessionaires issued in exchange
for, or the net cash proceeds of which are used to extend, refinance, renew, replace, defease or refund other Debt of
the Concessionaires (other than Debt owed to the Issuer or any Guarantor); provided that:
(i) the amount of such Permitted Refinancing Indebtedness does not exceed the amount of the Debt
so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued and unpaid
interest thereon and the amount of any reasonably determined premium necessary to accomplish
such refinancing and reasonable fees and expenses incurred in connection therewith);
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(ii) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date
of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity of, the Debt being extended, refinanced, renewed, replaced, defeased or refunded;
(iii) if the Debt being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in
right of payment to the New Notes or the Guarantees, such Permitted Refinancing Indebtedness is
subordinated in right of payment to the New Notes or the Guarantees, as applicable, on terms at
least as favorable, taken as a whole, to the Noteholders as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;
(iv) if the Debt being extended, refinanced, renewed, replaced, defeased or refunded is pari passu
Debt, such Permitted Refinancing Indebtedness ranks equally in right of payment with, or is
subordinated in right of payment to, the New Notes or such Guarantees;
(v) such Permitted Refinancing Indebtedness has an interest rate lower than or equal to the Debt being
extended, refinanced, renewed, replaced, defeased or refunded; and
(vi) such Debt is Incurred by either or both Concessionaires (and in any such case, if guaranteed,
guaranteed only by the Issuer and any Guarantor).
Notwithstanding the foregoing, if (i) the Permitted Refinancing Indebtedness is incurred to defease
or redeem the New Notes in full in accordance with the Indenture, and (ii) the proceeds of such Permitted
Refinancing Indebtedness (in an amount sufficient to pay principal, interest, any premium, any Additional Amounts,
fees and expenses and any other amounts due under the Indenture and the Security Documents) are deposited with
the Trustee at the time of the incurrence of such Permitted Refinancing Indebtedness (including, for the avoidance of
doubt, in connection with a satisfaction and discharge or defeasance of the New Notes in accordance with the
Indenture), then clauses (i) through (vi) will not apply to such Permitted Refinancing Indebtedness.
Permitted U.S. Investments means any of the following, and which may include investments in
respect of which the Trustee acts as investment advisor or manager: (a) direct obligations of the United States of
America or any agency thereof or obligations fully and unconditionally guaranteed by the United States of America or
any agency thereof; (b) time deposit accounts, certificates of deposit and money market deposits denominated and
payable in U.S. dollars maturing within 180 days of the date of acquisition thereof issued by a bank or trust company
which is organized under the laws of the United States of America, any state thereof or any foreign country
recognized by the United States of America, and which bank or trust company has capital, surplus and undivided
profits aggregating in excess of U.S.$100.0 million (or the foreign currency equivalent thereof) and has outstanding
debt which is rated A (or such similar equivalent rating) or higher by S&P or Moodys or any money market
fund denominated and payable in U.S. dollars sponsored by a registered broker dealer or mutual fund distributor;
(c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in
clause (a) above entered into with a bank meeting the qualifications described in clause (b) above; (d) commercial
paper denominated and payable in U.S. dollars, maturing not more than 90 days after the date of acquisition, issued
by a corporation (other than an affiliate of the Issuer or the Guarantors) organized and in existence under the laws
of the United States of America or any state thereof with a rating at the time as of which any investment therein is
made of P-1 (or higher) according to Moodys or A-1 (or higher) according to S&P; (e) securities with
maturities of six months or less from the date of acquisition issued or fully and unconditionally guaranteed by any
state, commonwealth or territory of the United States of America, or by any political subdivision or taxing
authority thereof, and rated at least A by S&P or Moodys; (f) Investments in money market funds substantially
all of whose assets are comprised of securities of the types described in clauses (a) through (e) above; (g) demand
deposit accounts with U.S. banks maintained in the ordinary course of business.
Person means an individual, a corporation, a partnership, an association, a trust or any other
entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
Pledge Agreements means, collectively, the Insurance Appointments, the NY Account Pledge
Agreements, the Chilean Money Pledges, the Concession Pledge Agreements, the Debt Pledge Agreements, the
Other Pledge Agreements, Bus Pledge Agreements, the Asset Pledge Agreements and the Fuel Pledge Agreements.
Pg 325 of 648

65

Postponed Payments is defined under Description of New Notes and Finance Agreements
Negative Covenants of the Issuer and the Guarantors Limitations on Restricted Payments.
Powers of Attorney is defined under Description of New Notes and Finance Agreements
Collateral.
pro forma means, with respect to any calculation made or required to be made pursuant to the
terms of the Indenture, a calculation made in good faith by the chief financial or accounting officer of the Issuer or
Guarantor, as applicable.
Quarterly Report is defined under Description of New Notes and Finance Agreements
Affirmative Covenants of the Issuer and the GuarantorsQuarterly Reports.
Receivables means all rights of either Concessionaire to payments (whether constituting
accounts, chattel paper, instruments, general intangibles or otherwise, and including the right to payment of any
interest or finance charges), which rights are identified in the accounting records of such Concessionaire as accounts
receivable.
Reconciliation is defined under Description of New Notes and Finance Agreements
RedemptionMandatory Redemption with Excess Cash.
Relevant Taxing Jurisdiction is defined under Description of New Notes and Finance
Agreements Redemption Solely for Tax Reasons.
Repair Payments means the aggregate amount of funds required to repair property damage to the
Bus Network, or to acquire Replacement Assets in respect thereof, or any other property necessary to maintain the
operation of the Bus Network or pay any other claim against the Concessionaires or liability arising in respect thereof,
in each case that the Concessionaires reasonably believe to be covered by an insurance policy in effect.
Replacement Assets means (a) assets (which shall be non-current assets to the extent that the
assets that are the subject of the related insurance claim were non-current assets) that will be used or useful in a
Permitted Business, or (b) substantially all the assets of a Permitted Business, and, in each case, which assets have
been pledged to secure the New Notes if the Finance Documents require such Replacement Asset to be so pledged.
Reporting Period means the last six full months (considered as one period) most recently ended
to any date of determination.
Required Parity Lien Debtholders is defined under Description of New Notes and Finance
AgreementsThe Secured Party Trustees.
Restricted Payment means each of the following, whether direct or indirect, in cash, property or
otherwise:
(1) any reduction (excluding reductions resulting from losses or impairments) or return of
capital of the Issuer or any Guarantor;

(2) the authorization, declaration or payment of any dividend or the making of any other
payment or distribution on account of the Issuers or any Guarantors Equity Interests (including, without limitation,
any payment in connection with any merger or consolidation) or to the direct or indirect holders of the Issuers or
any Guarantors Equity Interests in their capacity as such (other than (A) dividends, payments or distributions
payable in Equity Interests (other than Disqualified Stock) of the Issuer, (B) dividends, payments or distributions
payable to the Issuer or a Guarantor and (C) dividends to a shareholder that are immediately contributed back to the
Issuer or such Guarantor);

(3) the repurchase, redemption or other acquisition or retirement for value (including, without
limitation, in connection with any merger or consolidation) of any Equity Interests of the Issuer, any Guarantor, or
Pg 326 of 648

66

any direct or indirect parent of the Issuer or any Guarantor, or the setting aside of any funds for any of the foregoing
purposes (in each case, other than Equity Interests owned by the Issuer or any Guarantor); provided that, for the
avoidance of doubt, the setting aside of cash in the Shareholder Distribution Account and the subsequent Restricted
Payment made therefrom shall be considered a single Restricted Payment;

(4) any principal or interest payment on or with respect to, or the repurchase, redemption,
defeasance or other acquisition or retirement for value of, any Debt of the Issuer or any Guarantor that is
subordinated in right of payment to the New Notes or to any Guarantee (excluding any intercompany Debt between
or among the Issuer and the Guarantors and excluding, to the extent such Debt is subordinated in right of payment to
the New Notes or to any Guarantee, the BI Loan);

(5) the making of any Investment other than a Permitted Investment;

(6) the payment or reimbursement of any Taxes or other obligations (including fees, costs or
expenses relating to legal, accounting, investment banking, administrative or other services) of any direct or indirect
holder of the Issuers or any Guarantors Equity Interests, or the indemnification of any such Person against any
such obligations (excluding, for the avoidance of doubt, wire transfer costs or other reasonable and customary
banking or administrative processing fees incurred by the Issuer or any Guarantor in making any Permitted
Management Payments and any customary nominal directors fees, customary reimbursement of travel expenses,
customary indemnities for directors and officers, legal costs incurred by the Issuer or the Guarantors in connection
with the defense of any director or officer or similar expenses that are incurred by the Issuer or the Guarantors in
connection with the discharge by any director or officer of their duties); or

(7) any other payment to, or for the benefit of, any direct or indirect holder of the Issuers or
any Guarantors Equity Interests, including directly or indirectly through any Subsidiary of the Issuer or a
Guarantor, through a joint venture, or through an affiliate of any direct or indirect holder of such Equity Interests,
including any such payment in respect of management, supervisory, advisory, legal, accounting, administrative or
other services, and including any payments of the types described in the definition of the term O&M Costs, and in
each case whether in the form of fees, salary, benefits, provision of services, payment in kind, or otherwise.

Restricted Persons is defined under Description of New Notes and Finance Agreements
Restricted Subsidiary means any Subsidiary of the Issuer or any Guarantor that is not an
Unrestricted Subsidiary.
Restructuring means the process to effect the refinancing of certain obligations of the Issuer
and/or the Guarantors, including the negotiations with creditors of Issuer and/or the Guarantors, the filing of the
Permitted Cases and the issuance of the New Notes.
Restructuring Fees is defined under Description of New Notes and Finance Agreements
Scheduled Amortization.
Revenue Account is defined under Description of New Notes and Finance Agreements
S&P means Standard & Poors Financial Services LLC.
Sale and Lease-Back Transaction means any arrangement with any Person (other than the Issuer
or any of the Guarantors), or to which any such Person is a party, providing for the leasing to the Issuer or a
Guarantor for a period of more than three years of any property or assets that have been or are to be sold or
transferred by such Issuer or Guarantor to such Person or to any other Person (other than the Issuer or a Guarantor)
to which funds have been or are to be advanced by such Person on the security of the leased property or assets.
Scheduled Principal Amounts is defined under Description of New Notes and Finance
Agreements Scheduled Amortization.
Pg 327 of 648

67

Second Sharing Trigger Date is defined under Description of New Notes and Finance
Secured Party Trustees means the Chilean Collateral Trustee, the U.S. Collateral Trustee and the
Trustee.
Security Documents means, collectively, the Pledge Agreements, the Powers of Attorney, the
Share Pledge Agreements and the Mortgages.
Senior Indebtedness means all unsubordinated Debt of the Issuer or any Guarantor, including
among others, any Vendor Financing.
Share Pledge Agreements is defined under Description of New Notes and Finance
Subject Persons is defined under Description of New Notes and Finance AgreementsEvents
of Default.
Subordinated Indebtedness means all Debt of the Issuer or any Guarantor that is subordinate or
junior in right of payment to the New Notes and any other Senior Indebtedness pursuant to a written agreement,
provided that such written agreement shall set forth that all cash payments under such Debt shall be made in
compliance with the Indenture and will comply (when entered into, amended, restated or novated) with any
requirements to be considered subordinated indebtedness on the terms set forth herein under its governing law.
Subsidiary means, with respect to any Person:
(i) a corporation a majority of whose Voting Stock is at the time owned or controlled, directly or
indirectly, by such Person, one or more Subsidiaries thereof or such Person and one or more
Subsidiaries thereof; and
(ii) any other Person (other than a corporation), including, without limitation, a partnership, limited
liability company, business trust or joint venture, in which such Person, one or more Subsidiaries
thereof or such Person and one or more Subsidiaries thereof, directly or indirectly, at the date of
determination thereof, has at least majority ownership interest entitled to vote in the election of
directors, managers or trustees thereof (or other Person performing similar functions).
Taxes is defined under Description of New Notes and Finance AgreementsAdditional
Amounts.
Technology Services Agreements means, collectively, the Technology Services Agreement,
dated March 22, 2006, between Alsacia and the AFT, as amended from time to time, and the Technology Services
Agreement, dated March 22, 2006, between Express and the AFT, as amended from time to time.
Termination Event means any of the Operating Agreements is terminated, canceled, repealed,
annulled, rescinded or revoked by any Governmental Authority in Chile (whether in whole or in material part) on any
ground, in each case as such action could reasonably be expected to result in a Material Adverse Change.
Third Sharing Trigger Date is defined under Description of New Notes and Finance
Agreements Negative Covenants of the Issuer and the Guarantors Limitations on Restricted Payments.
Three-Year Budget is defined under Description of New Notes and Finance Agreements
Affirmative Covenants of the Issuer and the GuarantorsBudgets.
Total Restructuring Fees and Hedge Payments is defined under Description of New Notes and
Finance AgreementsScheduled Amortization.
Pg 328 of 648

68

Transaction Documents means, collectively, the Finance Agreements and the Operating
Agreements.
Transaction Checking Accounts is defined under Description of New Notes and Finance
Agreements Establishment of Accounts.
Transantiago means the public transportation system of the Santiago, Chile metropolitan area,
which is regulated by the Ministry.
Transfer Date is defined under Description of New Notes and Finance AgreementsBi-
monthly Distributions.
Transfer Period is defined under Description of New Notes and Finance AgreementsBi-
monthly Distributions.
Trustee means The Bank of New York Mellon.
Unrestricted Subsidiary means any Subsidiary of the Issuer or any Guarantor (and any Subsidiary
thereof) that (i) does not hold any Capital Stock or Debt of, or own or hold any Lien on any property or assets of, or
have any Investment in, the Issuer or any Guarantor, (ii) is a Person with respect to which neither the Issuer nor any
Guarantor has any direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) to maintain or
preserve such Persons financial condition or to cause such Person to achieve any specified levels of operating results,
and (iii) has not guaranteed or otherwise directly or indirectly provided credit support for any Debt of the Issuer or any
Guarantor. Unrestricted Subsidiaries will not be subject to any of the covenants of the Indenture.
U.S. Collateral Trustee means The Bank of New York Mellon..
Value means, with respect to a Sale and Lease-Back Transaction, as of any particular time, the
amount equal to the greater of (1) the net proceeds from the sale or transfer of the property leased pursuant to such
Sale and Lease-Back Transaction and (2) the fair value in the opinion of the Board of Directors of the Issuer or
applicable Guarantor of such Property at the time of entering into such Sale and Lease-Back Transaction, in either
case divided first by the number of full years of the original term of the lease and then multiplied by the number of
full years of such term remaining at the time of determination, without regard to any renewal or extension options
contained in the lease.
Vendor Financing means, collectively, any direct or indirect advance, loan or other extension of
credit from a company or financial institution, including an export-import bank (in each case, other than an affiliate
of the Issuer) to either Concessionaire that is used by such Concessionaire to purchase, or enter into capital leases in
respect of, buses for the bus transportation and related operating systems subject to the Concession Agreements (the
Bus Network).
Vendor Financing SPV means a wholly-owned Subsidiary of a Concessionaire or the
Concessionaires that incurs Vendor Financing to purchase, or enter into capital leases in respect of, buses for the
Bus Network, pledges the buses as security for such Vendor Financing, conducts no other business and has no other
material assets or liabilities.
Volvo Existing Financing means the facility related to the purchasing of parts, equipment and
related services as set forth in the framework agreement for the sale of spare parts (Contrato de Marco de
Compraventa de Repuestos), dated as of November 4, 2013, among Volvo Commercial Vehicles and Construction
Equipment South Cone SpA and VTF Latin America S.A. (collectively, along with any of their respective affiliates,
Volvo), Alsacia and Express.
Volvo Financing means the Volvo Existing Financing and any Volvo Supplemental Financing.
Pg 329 of 648

69

Volvo Supplemental Financing is defined under Description of New Notes and Finance
AgreementsNegative Covenants of the Issuer and the GuarantorsIncurrence of Indebtedness.
Voting Balances means the sum of (a) the outstanding principal amount of the New Notes
(excluding any New Notes held by the Issuer, the Guarantors or any of their respective Affiliates) and (b) the sum of
New Notes Hedge Values. In determining the amount of Voting Balances, the Trustee and each Collateral Trustee
may conclusively rely upon reasonably detailed good faith calculations supplied by the relevant New Notes Hedge
Counterparty pursuant to and in accordance with the Indenture as to the amount of such New Notes Hedge Value in
respect of the New Notes Hedge Agreement to which such New Notes Hedge Counterparty is a party; provided that
if the relevant New Notes Hedge Counterparty shall have failed to deliver such good faith calculations within 2
Business Days following receipt by the New Notes Hedge Counterparty of the Trustees request therefor in
accordance with the terms of the Indenture, then such New Notes Hedge Values shall be deemed to be zero.
Voting Stock of any Person as of any date means the Capital Stock of such Person that is
ordinarily entitled to vote in the election of the board of directors of such Person.
We, us, our and words of similar effect refer collectively to Alsacia and Express, affiliated
companies under common control by our Principal Shareholder.
Weighted Average Life to Maturity means, when applied to any Debt at any date, the number of
years obtained by dividing (A) the sum of the products obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at
final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment; by (B) the then outstanding principal amount of such Debt.

Pg 330 of 648

Exhibit F

Historical Financial Information
Pg 33l of 648

INVERSIONES ALSACIA S.A. AND SUBSIDIARIES

Consolidated Financial Statements

December 31, 2013

Pg 332 of 648
Pg 333 of 648
Pg 334 of 648


CONTENTS

Independent Auditors Report
Consolidated Classified Statements of Financial Position
Consolidated Statements of Comprehensive Income per Function
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements

CL$ - Chilean Pesos
ThCh$ - Thousands of Chilean Pesos
Co$ - Colombian Pesos
US$ - United States Dollars
MUS$ - Thousands of United States Dollars
Pg 335 of 648

CONTENTS
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------------------------------ 1
NOTE 1 REPORTING ENTITY ------------------------------------------------------------------------------------------------------------ 1
NOTE 2 SIGNIFICANT ACCOUNTING POLICIES ---------------------------------------------------------------------------------- 6
2.1 Basis of preparation -------------------------------------------------------------------------------------------------------------- 6
2.2 New standards and interpretations issued by the IASB ----------------------------------------------------------------- 7
2.3 Basis of consolidation ---------------------------------------------------------------------------------------------------------- 11
2.4 Transactions in foreign currency -------------------------------------------------------------------------------------------- 12
2.5 Property, plant and equipment ----------------------------------------------------------------------------------------------- 13
2.6 Intangible assets other than goodwill -------------------------------------------------------------------------------------- 14
2.7 Impairment loss on non-financial assets ---------------------------------------------------------------------------------- 15
2.8 Financial assets ----------------------------------------------------------------------------------------------------------------- 15
2.8.1 Classification of financial assets --------------------------------------------------------------------------------------------- 16
2.8.2 Recognition and measurement of financial assets --------------------------------------------------------------------- 16
2.9 Derivatives and hedging activities ------------------------------------------------------------------------------------------ 17
2.10 Inventories ------------------------------------------------------------------------------------------------------------------------ 17
2.11 Trade and other receivables -------------------------------------------------------------------------------------------------- 17
2.12 Cash and cash equivalents --------------------------------------------------------------------------------------------------- 18
2.13 Share capital --------------------------------------------------------------------------------------------------------------------- 18
2.14 Trade and other payables ----------------------------------------------------------------------------------------------------- 18
2.15 Other financial liabilities ------------------------------------------------------------------------------------------------------- 18
2.16 Income taxes and deferred taxes ------------------------------------------------------------------------------------------- 18
2.17 Provisions ------------------------------------------------------------------------------------------------------------------------- 19
2.18 Revenue recognition ----------------------------------------------------------------------------------------------------------- 19
2.19 Leases ----------------------------------------------------------------------------------------------------------------------------- 20
2.20 Overhaul --------------------------------------------------------------------------------------------------------------------------- 20
2.21 Dividend policy ------------------------------------------------------------------------------------------------------------------- 20
2.22 Non-current assets (or disposal groups) held for sale ----------------------------------------------------------------- 20
2.23 Other non-financial liabilities ------------------------------------------------------------------------------------------------- 20
2.24 Environment ---------------------------------------------------------------------------------------------------------------------- 21
NOTE 3 FINANCIAL RISK MANAGEMENT ---------------------------------------------------------------------------------------- 21
3.1 Concentration and management of credit risk --------------------------------------------------------------------------- 21
3.2 Foreign exchange rate risk management --------------------------------------------------------------------------------- 21
3.3 Interest rate risk management ----------------------------------------------------------------------------------------------- 22
3.4 Liquidity risk ---------------------------------------------------------------------------------------------------------------------- 22
NOTE 4 SIGNIFICANT ACCOUNTING ESTIMATES AND CRITERIA ------------------------------------------------------ 23
NOTE 5 CASH AND CASH EQUIVALENTS ---------------------------------------------------------------------------------------- 25
NOTE 6 FINANCIAL INSTRUMENTS ------------------------------------------------------------------------------------------------ 27
6.1 Categories of financial instruments ----------------------------------------------------------------------------------------- 27
6.2 Credit quality of financial assets --------------------------------------------------------------------------------------------- 28
6.3 Fair value estimates ------------------------------------------------------------------------------------------------------------ 29
NOTE 7 OTHER FINANCIAL ASSETS ----------------------------------------------------------------------------------------------- 30
NOTE 8 OTHER NON-FINANCIAL ASSETS --------------------------------------------------------------------------------------- 30
NOTE 9 TRADE AND OTHER RECEIVABLES ------------------------------------------------------------------------------------ 31

Pg 336 of 648

CONTENTS

NOTE 10 BALANCES AND TRANSACTIONS WITH RELATED PARTIES ----------------------------------------------- 33
10.1 Trade receivables due from related parties ------------------------------------------------------------------------------- 33
10.2 Trade payables due to related parties ------------------------------------------------------------------------------------- 35
10.3 Transactions with related parties -------------------------------------------------------------------------------------------- 35
10.4 Payments to the Board of Directors and key management personnel --------------------------------------------- 37
NOTE 11 INVENTORIES ----------------------------------------------------------------------------------------------------------------- 37
NOTE 12 CURRENT TAX ASSETS --------------------------------------------------------------------------------------------------- 38
NOTE 13 INTANGIBLE ASSETS OTHER THAN GOODWILL ---------------------------------------------------------------- 38
NOTE 14 PROPERTY, PLANT AND EQUIPMENT ------------------------------------------------------------------------------- 40
NOTE 15 CURRENT AND DEFERRED INCOME TAXES ---------------------------------------------------------------------- 44
NOTE 16 EQUITY ACCOUNTED INVESTEES ------------------------------------------------------------------------------------- 47
NOTE 17 OTHER FINANCIAL LIABILITIES ---------------------------------------------------------------------------------------- 48
NOTE 18 TRADE AND OTHER PAYABLES --------------------------------------------------------------------------------------- 54
NOTE 19 OTHER PROVISIONS ------------------------------------------------------------------------------------------------------- 54
NOTE 20 OTHER NON-FINANCIAL LIABILITIES -------------------------------------------------------------------------------- 55
NOTE 21 SHARE CAPITAL ------------------------------------------------------------------------------------------------------------- 56
21.1 Share capital --------------------------------------------------------------------------------------------------------------------- 56
21.2 Dividend policy ------------------------------------------------------------------------------------------------------------------- 56
21.3 Shareholders --------------------------------------------------------------------------------------------------------------------- 56
NOTE 22 OTHER RESERVES ---------------------------------------------------------------------------------------------------------- 57
NOTE 23 NON-CONTROLLING INTEREST ---------------------------------------------------------------------------------------- 58
NOTE 24 REVENUE ----------------------------------------------------------------------------------------------------------------------- 58
NOTE 25 COST TO SELL --------------------------------------------------------------------------------------------------------------- 59
NOTE 26 ADMINISTRATIVE EXPENSES -------------------------------------------------------------------------------------------- 59
NOTE 27 OTHER INCOME / OTHER EXPENSES PER FUNCTION --------------------------------------------------------- 59
NOTE 28 FINANCE INCOME ----------------------------------------------------------------------------------------------------------- 60
NOTE 29 FINANCE COST --------------------------------------------------------------------------------------------------------------- 61
NOTE 30 EARNING (LOSS) PER SHARE ------------------------------------------------------------------------------------------- 61
NOTE 31 FOREIGN CURRENCY TRANSLATION DIFFERENCES --------------------------------------------------------- 62
31.1 Foreign currency translation difference recognized in profit or loss ------------------------------------------------ 62
31.2 Assets and liabilities in foreign currency ---------------------------------------------------------------------------------- 62
NOTE 32 GAIN (LOSS) FROM ASSETS AND LIABILITIES IN UNIDAD DE FOMENTO ------------------------------ 64
NOTE 33 CONTINGENCIES ------------------------------------------------------------------------------------------------------------ 64
33.1 Pledged shares ------------------------------------------------------------------------------------------------------------------ 64
33.2 Direct guarantees --------------------------------------------------------------------------------------------------------------- 64
33.3 Third paty guarantees ---------------------------------------------------------------------------------------------------------- 64
33.4 Restrictions ----------------------------------------------------------------------------------------------------------------------- 65
33.5 Lawsuits --------------------------------------------------------------------------------------------------------------------------- 66
NOTE 34 SANCTIONS (NON-AUDITED) -------------------------------------------------------------------------------------------- 68
NOTE 35 GOING CONCERN ----------------------------------------------------------------------------------------------------------- 68
NOTE 36 ENVIRONMENT (NON-AUDITED) --------------------------------------------------------------------------------------- 69
NOTE 37 SUBSEQUENT EVENTS ---------------------------------------------------------------------------------------------------- 69
NOTE 38 RESTATEMENT OF FINANCIAL STATEMENTS AT DECEMBER 31, 2012 -------------------------------- 70

Pg 337 of 648

CONSOLIDATED CLASSIFIED STATEMENTS OF FINANCIAL POSITION

The accompanying notes are an integral part of these consolidated financial statements.

Statement of financial position

December 31, December 31,
2013 2012
Note ThCh$ ThCh$

Assets

Current assets

Cash and cash equivalents 5

11,401,274 7,830,565
Other financial assets 7 5,123,085

23,247,991
Other non-financial assets 8 836,126

856,756
Trade and other receivables 9 7,280,972

4,532,136
Accounts receivable due from related parties 10 38,032,173

17,878,537
Inventories 11 1,273,293

2,000,163
Current tax assets 12 735,535

583,985

Total current assets 61,111,749 60,500,842

Non-current assets


16,243,016

109,349

117,813,192
Equity accounted investees 16 -

-
Intangible assets other than goodwill 13 7,345,218

8,509,756
Property, plant and equipment 14 35,549,979

42,373,429
Deferred tax assets 15 6,560,217

4,473,105

Total non-current assets 148,789,511 189,521,847

Total assets 209,901,260 250,022,689
Pg 338 of 648



2013 2012
Statement of financial position Note ThCh$ ThCh$

Liabilities and equity
Liabilities
Current liabilities
Other financial liabilities 17 48,264,641 44,659,704
Trade and other payables 18 12,656,325 9,123,683
Accounts payable due to related parties 10 468,528 424,562
Other non-financial liabilities 20 1,047,404 1,047,404

Other short-term provisions 19 2,447,712 427,367
Current tax liabilities 57,580 58,878

Total current liabilities 64,942,190 55,741,598

Non-current liabilities
Accounts payable due to related parties 10 - 12,525,031

Total non-current liabilities 175,634,008 208,392,027

Total liabilities 240,576,198 264,133,625

Equity
Share capital 21 10,566,074 10,566,074
Retained earnings (accumulated deficit) (39,454,010) (22,890,008)
Other reserves 22 (1,787,002) (1,787,002)

Equity attributable to owners of the parent (30,674,938) (14,110,936)

Non-controlling interest 23 - -

Total equity (30,674,938) (14,110,936)

Total liabilities and equity 209,901,260 250,022,689
Pg 339 of 648

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME PER FUNCTION


From January 1 to December 31,

2013
2012
Statement of profit or loss
Note
ThCh$
ThCh$

Profit (loss)

Revenue
24
81,452,016 78,266,534
Cost of sales
25
(70,410,585) (67,459,422)

Gross profit

11,041,431 10,807,112

Other income per function
27
376,947 162,125
Administrative expenses
25
(11,341,516) (8,675,283)
Other expenses per function
27
(1,140,779) (1,210,475)
Finance income
28
10,205,814 8,717,365
Finance cost
29
(19,646,181) (26,619,797)
Share of profit of equity accounted investees

(1,697,671) (2,406,118)
Foreign currency translation difference
31
(6,449,159) 4,561,441

Loss before tax

(18,651,114) (14,663,630)

Income tax expense 15 2,087,112 2,722,837

Profit (loss) from continuing operations

(16,564,002) (11,940,793)

Loss (16,564,002) (11,940,793)

Loss attributable to

Owners of the parent

(16,564,002) (11,940,793)

Loss

(16,564,002) (11,940,793)

Loss per share

Basic loss per share

Basic loss per share continuing operations 30 (453.37) (326.83)

(453.37) (326.83)

Diluted loss per share

Dilutes loss per share continuing operations
(453.37) (326.83)

(453.37) (326.83)
Pg 340 of 648




2013 2012

Note ThCh$ ThCh$
Statement of comprehensive income

Loss

(16,564,002) (11,940,793)
Components of other comprehensive income, before tax
Foreign currency translation differences

Gain (loss) from assets and liabilities in unidad de fomento

- -
Foreign currency translation gain (loss) before tax
- -
Other comprehensive income before taxes and foreign currency
translation differences

- -

Other components of other comprehensive income before tax - -

Other comprehensive income
- -

Total comprehensive income

(16,564,002) (11,940,793)

Comprehensive income attributable to


(16,564,002) (11,940,793)

Total other comprehensive income

(16,564,002) (11,940,793)

Pg 34l of 648
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Pg 343 of 648

CONSOLIDATED STATEMENTS OF CASH FLOWS


For the twelve-month period ended December 31, 2013 and 2012

Consolidated statement of cash flows 2013 2012
ThCh$ ThCh$
Receipts from operating activities
Cash receipts from sale of goods and rendering of services 77,748,843 76,833,824
Other cash receipts from operating activities 460,175 9,080,777
Payments for operating activities
Cash payments to suppliers for goods and services (47,793,925) (42,238,488)
Cash payments to and on behalf of employees
(28,025,516) (25,580,444)
Other cash payments for operating activities
- (2,272,648)

Net cash from (used in) operating activities 2,389,577 15,823,021

Other payments to acquire equity or debt securities belonging to other entities (303,352,361) (178,106,732)
Loans to related parties (116,258,175) -
Receipt from related parties 133,740,243 -
Sale (acquisition)of property, plant and equipment (99,549) (375,799)
Other receipts to acquire equity or debt securities belonging to other entities 323,797,214 185,063,409
Interest received 246,925 898,138

Net cash from (used in) investing activities 38,074,297 7,479,016

Proceeds from issuance of other equity securities - -
Proceeds from long-term loans - -
Proceeds from short-term loans - -
Total proceeds from loans - -
Loans from related parties - 17,092,721
Repayment of loans (24,993,321) (14,424,721)
Interest paid (19,047,840) (21,837,148)
Other cash inflows (outflows) - -

Net cash from (used in) financing activities (44,041,161) (19,169,148)

Net increase (decrease) in cash and cash equivalents before changes in
exchange rate (3,577,287) 4,132,889
Effect of movements in exchange rate on cash held 6,578 (470,175)
Net increase (decrease) in cash and cash equivalents (3,570,709) 3,662,714
CASH AND CASH EQUIVALENTS AT JANUARY 1 6 11,401,274 7,738,560
Cash and cash equivalents at December 31 6 7,830,565 11,401,274

Pg 344 of 648

!

NOTES TO THE CONSOLIDATES FINANCIAL STATEMENTS

NOTE 1 REPORTING ENTITY

The parent, Inversiones Alsacia S.A., was recorded on January 27, 2005 in the securities register of the
Chilean Superintendence of Securities and Insurance (Superintendencia de Valores y Seguros, SVS)
under No.883, as part of a bidding process for the concession of the business unit Troncal No.1 of
Transantiago of the Chilean Ministerio de Transportes y Telecomunicaciones.

As a result of Law No.20.382 dated October 2009, the Companys registration under No.883 of the
securities register was cancelled and the Company became a party of the reporting entities under No.126
on May 9, 2010.

Inversiones Alsacia S.A. was incorporated as a closely held corporation via public deed dated November
27, 2004; this company is engaged mainly on providing passenger public transport services in the
tendered roads of Santiago de Chile as well as any other activity related to this business purpose.

At the Shareholders meeting held on December 9, 2004, it was agreed to extend the Companys line of
business to static and dynamic advertising activities through the use of advertising zones in buses and
other services related to its main line of business. On October 22, 2005, the Company started to provide
passenger public transport services in relation to the business unit Troncal No.1 of Transantiago.

The Companys registered address is Santa Clara No.555, Huechuraba, Santiago, Chile.

The total term of the concession is 156 months.

In conformity with its by-laws, the Companys share capital amounts to ten billon five hundred sixty-six
million seventy-four thousands pesos (ThCh$10,566,074) which is divided into thirty six thousand five
hundred and thirty five same series shares (36,535) with no par value. The Companys shares are
distributed as follows:

Shareholder
Paid
shares
Ownership
percentage
Carlos Ros Velilla
Global Public Services S.A.
1
36,534
0.003%
99.997%
Total 36,535 100%

Inversiones Alsacia S.A. is controlled by Global Public Services S.A. which directly owns 99.997% of
shares with voting rights.

Global Public Services S.A. is a closely held corporation incorporated in the Republic of Panama and is
the groups ultimate parent.

Pg 345 of 648
#

The Chilean State decided to carry out an ambitious plan to modernize the passenger public transport in
the city of Santiago. This gave birth to Transantiago, a program sponsored by the Chilean Government
which is intended to implement a new, modern, efficient and integrated public transport service with high
quality for all of its users.

For these purposes the Chilean Government set up a bidding process which involved, among other
things, restructuring existing bus routes and dividing roads into two: main and local services. Under this
scenario, Inversiones Alsacia S.A. was created to be part of the bidding process and was awarded the
operation of Troncal No.1, one of the main roads going through Santiago.

On October 2, 2005, the Company started to provide passenger public transport services in relation to the
business unit Troncal No.1 of Transantiago; this involved the operation of 228 buses at the beginning of
the transition stage up to a total of 533 buses before the beginning of the normal service stage.

The normal service stage began on February 10, 2007 involving a significant change in the citizenships
way of transport and, as a result, an adaptation process on the part of all agents involved in the system
which was expected to last through 2007. By the end of 2007, Inversiones Alsacia S.A. and subsidiaries
already had a fleet of 566 operating buses and a supplementary fleet of 52 buses.

In 2008, 40 additional B9 buses were incorporated to complete a fleet of 583 buses.

In 2010 the Companys fleet was 627 buses. Services continue to adapt to user needs thus generating
new routes, extensions and modifications.

Concession agreement

On January 28, 2005, Inversiones Alsacia S.A. signed a Concession Agreement for the use of roads
located in the city of Santiago to provide paid passenger public transport services with the Ministerio de
Transportes y Telecomunicaciones (hereinafter also MTT). This agreement was signed as a result of the
bidding process carried out by the MTT under Article No.30 of Law No.18.696.

The Company presented an offer and was awarded the business unit Troncal No.1 in accordance with
Resolution No.109 issued in 2005 by the Subsecretara de Transportes and published in the Official
Gazette on January 14, 2005.

This agreement became effective from the publication date of the Resolution in the Official Gazette and
shall be in force up to the completion of the concession period. The duration of the concession period is
156 months as established in Article No.3.4.4.2.1 of the bidding basis.

Under the Concession Agreement, the Company promised to pay UF615,010 as an operative technical
reserve (OTR) which corresponds to an amount included in the tickets paid by users which is intended to
cover temporary mismatches between the systems revenues and expenses.

Pg 346 of 648
$

Inversiones Alsacia S.A. has fulfilled this obligation, which has been certified by the Ministerio de
Transportes y Telecomunicaciones by means of Official Letter No.2783 dated July 2, 2009.

2) Modification to the Concession Agreement:

2.1) On June 30, 2006, the following modifications were made to the Concession Agreement:

a) The initial date of the normal service stage is February 10, 2007.

b) OTR payments are as follows:

Installment 2 UF191,309 Payable on July 1, 2007.
Installment 3 UF170,836 Payable on July 1, 2008.

c) Elimination of the payment of $16 per ticket acquired from the Administrador Financiero del
Transantiago (hereinafter AFT) related to the contribution to the two transitory account of
Transantiago from July 1, 2006 to December 31, 2006.

d) On the date of initiation of the stage II at the latest, the operator shall confirm to the MTT that it has
obtained the construction permits for the different terminals. This term shall not be extended and, in
addition, within the fifteen days following its completion, the operator shall provide the MTT a gantt
letter or schedule containing the main works to be built or implemented in each terminal. Also, 120
days after the start up of the normal service stage at the latest, the operator shall confirm the MTT it
has obtained the authorization to operate for all terminals.

e) On June 30, 2006, the AFT signed a promissory note for UF221,208 in favor of the Company; this
promissory note matures on October 31, 2009. UF200,000 were disposed of in January 2007 and
the remaining balance of UF21,208 accrues interest on a daily basis at a fixed rate of 3.56 per year.

2.2) During February 2007, the Company signed with the MTT a modification to the Concession
Agreement. The main aspects related to this modification are as follows:

a) For the period from February 10, 2007 and May 5, 2007, minimum income is guaranteed based on
the referential demand which has replaced the validation of users.

b) An increase in the fleet has been established for the beginning of the normal service stage as well
as the associated payment.

c) The installment of the OTR which matures on February 10, 2007 shall be paid in 3 installments:
55% on March 10; 22.5% on April 10; and 22.5% on May 10, 2007.

d) A procedure to govern the situation of terminals and deposits related to the additional transitory
fleet has been established.

Pg 347 of 648
%

2.3) On May 9, 2007, the Company signed a modification to the Concession Agreement and on June 4,
2007 it also signed an addendum to the modification with the purpose of establishing that the
Companys revenue for the period from May 6 to June 5, 2007 shall correspond to the difference
between 100% of the base referential demand and the payment per transported passenger
adjusted in conformity with the bidding basis.

2.4) On June 29, 2007, the Company signed one modification and two addendums to the Concession
Agreement with the main purpose of:

i) changing the payment date for the Companys revenue from July 10 to July 12;
ii) deferring the payment of the RTO from July 1 to July 16, 2007 and;
iii) regulating the payment method in buses without validation equipment.

2.5) On July 17 and August 17, 2007, the Company signed two new addendums with the MTT regarding
the modification made on June 29; as a result, the payment date of the OTR was postponed to
August 17 and October 24, respectively.

2.6) On July 19, 2007, the Company and the MTT signed an agreement protocol for making
modifications to the Concession Agreement; such modification was made on November 9, 2007.
They also signed an addendum to this modification on December 10 and 28, 2007 and April 21,
June 30 and July 17, 2008, respectively, with the purpose of modifying service hours; regulating the
payment method in buses without validation equipment; postponing the payment of the OTR;
incorporating the quota capacity per hour index (ICPH) and the regularity compliance index (ICR);
incorporating the additional and/or supplementary fleet to the base fleet and increasing the bus fleet
which on a transitional basis can be used buses.

2.7) On May 9, 2007, the Company signed with the AFT a modification to the collection and custody
contractual agreement.

2.8) On March 7, 2008, the Company and the AFT signed a supplement to the rendering of services and
technological equipment agreement which establishes the formula to estimate the payments to be
made by the licensees for the systems and services provided by the AFT up to that date; determine
the general operation and remuneration conditions related to the equipment of the paid zones;
adopt improvements intended to increase the current service levels and functions and; determine
the transitory and permanent conditions for the equipment, systems and services to be provided by
the AFT and the remuneration conditions related to such services.

2.9) On March 18, 2008, the Company and the AFT signed a modification to the collection and custody
contractual agreement with the purpose of authorizing the AFT to receive the payment or
reimbursement of the costs, expenses and commissions related to obtaining loans.

2.10) On July 3, 2009, the Company and the MTT signed a modification to the Concession Agreement
related to the use of the roads of Santiago to provide paid public passenger transport services by
means of buses; this modification was intended to formalize the extension of the concession period
awarded to the Company from 48 months to 156 months. This was communicated as a significant
event to the Chilean Superintendence of Securities and Insurance.

Pg 348 of 648
&

2.11) On January 29, 2010, the Company and the MTT signed an agreement protocol to make a
modification to the Concession Agreement related to the use of the roads of Santiago to provide
paid public passenger transport services by means of buses, which was signed by the Company on
March 5, 2010; the main purposes of this modification were as follows:

- Establishing a procedure to change routes considering public interest zones, common wealth and
with the purpose of ensuring the continuity and proper coverage of the public transport services and
a method for compensating the demand.

- To verify the effective, correct and proper rendering of the transport services, a measurement shall
be made based on the parameters of the capacity per hour per kilometers (QKHCR), Frequency
Ratio (ICF) and Regularity Ratio (ICR).

- Incorporating a new methodology to estimate revenue.

2.12) On July 30, 2010, the Company and the MTT signed an addendum to the Concession Agreement
means of buses, which includes the following main modifications:

- Increasing the fleet by 461 capacities.

- Buses of the supplementary fleet shall become part of the base fleet provided that they correspond to
standard Transantiago buses with technology Euro III or EPA98 diesel or higher, and have a system
for the subsequent treatment of emissions that allows reducing them at least by 80%.

- Considering the increase in the base fleet, the Companys referential demand was adjusted to the
requirements of rendering of services for the year-end from August to December 2010.

2.13) On December 31, 2010, the Company and the MTT signed an addendum to the Concession
Agreement related to the use of the roads of Santiago to provide paid public passenger transport
services by means of buses; the main modification corresponds to the setting of a referential
demand for the year-end from January 1, 2011 to the date in which the offer by Metro S.A. related
to the extension of line No.1 to the Maip square increases.

Changes in the concession agreement

During 2012, the Concession Agreement related to the use of the roads of Santiago to provide paid public
passenger transport services by means of buses, which was signed with the Ministerio de Transportes y
Telecomunicaciones was replaced by a new agreement which was signed by the parties on December 22,
2011 and became effective on May 1, 2012.

As part of the agreements established as part of the new agreement, the Government and the Company
agreed to an amount of ThCh$9,090,243 (before discounts), which relates to an indemnity for early
termination that is estimated based on the difference resulting from the application of the revenue formula
of the agreement in force up to that date and the revenue formula established in the new signed
agreement. This indemnity was received on April 30, 2012.

Pg 349 of 648
'

On April 17, 2012, the Contralora General de la Repblica became informed of Resolution No.258 issued
by the MTT; this resolution, which approves the mentioned indemnity, terminates the Concession
Agreement and approves the New Concession Agreement. The payment of the indemnity was recognized
as deferred revenue which is amortized on a straight-line basis in operating income up to the completion
of the concession agreement in force (October 2018). Outstanding invoices of ThCh$2,272,648 (net of
provision) which were classified as Trade and other receivables were reduced from the amount of the
indemnity.

On December 12, 2013, the Contralora General de la Repblica became informed of Resolution No.183
issued by the Ministerio de Transportes y Telecomunicaciones which approves the addendum to the New
Concession Agreement related to the use of the roads of Santiago to provide paid public passenger
transport services by means of buses signed on August 27, 2013. This modification changes the
Technical Specifications Business Unit No.4 by increasing the PPT0 Parameter to $475.25 for the year-
end from December 14, 2012 to April 29, 2013, and subsequently to $476.29 starting from April 30, 2013.

NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been used in the preparation of these consolidated financial
statements and have been applied consistently to all periods presented in these financial statements.

2.1 Basis of preparation

The consolidated financial statements of Inversiones Alsancia S.A. and subsidiaries at December 31,
2013 have been prepared in conformity with the standards issued by the Chilean Superintendence of
Securities and Insurance which completely adopt the International Financial Reporting Standards
(hereinafter IFRS) issued by the International Accounting Standards Board (IASB). It is important to note
that the accounting treatment of the indemnity agreed and paid by the Ministerio de Transportes y
Telecomunicaciones due to the early termination of the Concession Agreement has been recorded and
presented in these financial statements as required by the SVS in its Official Letter No.17.967 dated
August 13, 2013 and Official Letter No.6.484 dated March 7, 2014.

The consolidated financial statements of Inversiones Alsacia S.A. and subsidiaries comprise the
consolidated classified statement of financial position, consolidated statement of comprehensive income
per function, consolidated statement of cash flows, consolidated statement of changes in equity and
accompanying noted including disclosures related to the consolidated financial statements.

The consolidated financial statements reflect fairly the Companys financial position and equity at
December 31, 2013 as well as the results of its consolidated operations, changes in equity and cash flows
for the year then ended.

The consolidated classified statement of financial position at December 31, 2013 as well as the
accompanying notes are presented on a comparative basis to the balances at December 31, 2012; the
consolidated statement of comprehensive income per function, consolidated statement of cash flows and
the consolidated statement of changes in equity are presented for the year ended at December 31, 2013
and 2012.

Pg 350 of 648
(

The consolidated financial statements of Inversiones Alsacia S.A. and subsidiaries have been prepared
on a going concern basis.

Inversiones Alsacia S.A. is the issuer of a bond issued in 2011 in New York (USA) under regulation 144-A;
this bond represents the Companys main financial obligation with third parties.

The contract related to the issuance of this bond establishes an administration of the cash flows from
Alsacia and Express de Santiago Uno S.A. centralized in Alsacia. Article No.4 of this contract establishes
that all amounts collected by Alsacia and Express shall be received in a single account named Revenue
Account which is managed by the Company.

Funds collected in the Revenue Account are subsequently distributed to both companies to cover
expenses. In this way, the funds belonging to one company can be used to cover the others expenses if
required. This is stipulated in clause 4.02 d) (iv) which states that the funds of the O&M Accounts can be
transferred between the companies based on the Licensees.

Accordingly, the cash positions at the reporting date can be distributed based on the needs existing at the
specific time. Therefore, to gain a better understanding of the Companys financial statements and avoid
inappropriate interpretations, these consolidated financial statements should be read and analyzed along
with the financial statements of the related parte Express de Santiago Uno S.A.

The information contained in these consolidated financial statements is the responsibility of the Board of
Directors of Inversiones Alsacia S.A. which approved such consolidated financial statements in March 31,
2014.

The preparation of the consolidated financial statements in conformity with the standards and instructions
of the Chilean Superintendence of Securities and Insurance requires the use of certain accounting
estimates and criteria. It also requires management to apply judgment in the application of accounting
policies.

Note 4 includes the areas involving a higher degree of judgment and complexity in the application of
criteria or those areas in which assumptions and estimates are significant for the preparation of the
consolidated financial statements.

2.2 New standards and interpretations issued by the IASB

A number of new standards, amendments to standards and interpretations are effective for annual periods
beginning after 1 January 2013, and have been applied in preparing these financial statements as
applicable. Adoption of these standards based on their effective date did not have a significant effect on
the consolidated financial statements.

beginning after 1 January 2014, and have not been applied in preparing these financial statements. The
Company does not plan to early adopt these standards.

Pg 35l of 648
)

New standards

New Standards

Effective Date

IFRS 9 Financial Instruments January 1, 2015

IFRS 9 Financial instruments

On November 12, 2009, the International Accounting Standards Board (IASB) issued IFRS 9 Financial
Instruments. This standard introduces new requirements for classifying and measuring financial assets
and is effective for annual periods beginning on or after January 1, 2013. Early adoption is permitted.
IFRS 9 specifies how an entity should classify and measure financial assets and financial liabilities. It
requires that all financial assets be classified and measured based on the business model for financial
asset management and the characteristics of their contractual cash flows. Financial assets are measured
either at amortized cost or fair value. Only those financial assets classified as measured at amortized cost
will be tested for impairment. On October 28, 2010, IASB reissued IFRS 9 Financial Instruments, retaining
the requirements referred to the classification and measurement of financial assets published in
November 2009, incorporating new guidance on the classification and measurement of financial liabilities
and carrying over from IAS 39 the requirements for derecognition of financial instruments and the related
implementation guidance from IAS 39 to IFRS 9. This new guidance completes the first phase of the
IASBs Project to replace IAS 39. The second and third phases of IFRS 9 dealing with accounting for the
impairment of financial assets and hedge accounting have not been completed.

Guidance in IFRS 9 on the classification and measurement of financial assets has not changed from those
established in IAS 39. In other words, financial liabilities will continue to be measured either at amortized
cost or fair value through profit or loss. There are no changes to the requirement for embedded derivatives
in a financial asset contract. Financial liabilities held for trading will continue to be measured at fair value
through profit or loss and all other financial assets will be measured at amortized cost unless the fair value
option is applied using the criteria currently existing in IAS 39.

However, two differences exist with respect to IAS 39:

The presentation of the effects of changes in fair value attributable to a liabilitys credit risk; and

The elimination of cost exemption for derivative liabilities to be settled through the delivery of
unquoted equity securities.

Pg 352 of 648
*

On 16 December 2011, the IASB issued Mandatory Effective Date and Transition Disclosures
(Amendments to IFRS 9 and IFRS 7), which amended the effective date of IFRS 9 for the 2009 and 2010
releases to annual periods beginning on or after 1 January 2015. Prior to the amendments, the application
of IFRS 9 was mandatory for annual periods beginning on or after 2013. Amendments change the
requirements for the transition from IAS 39 Financial Instruments: Recognition and Measurement to IFRS.
Additionally, these also amend IFRS 7 Financial Instruments: Disclosures to add certain requirements in
the reporting period in which the effective date of IFRS 9 is included.

Amendments are effective for annual periods beginning on or after January 1, 2015, and early adoption is
permitted.

Management believes this new standard will be adopted in the Groups financial statements for the period
beginning on January 1, 2015.

Amendments

Effective date

IAS 32 Financial Instruments. Presentation
IAS 36 Impairment of Assets Recoverable Amount
Disclosure for Non-financial Assets
IAS 39 Financial Instruments: Recognition and
Measurement Novation of Derivatives and
Continuation of Hedge Accounting
IFRS 10, 12 and IAS 27 R Investment Entities:
Consolidated Financial Statements; Disclosure
of Interest in Other Entities and Separate
IAS 19 Employee Benefits-
Employee Contributions

January 1, 2014
January 1, 2014

January 1, 2014

January 1, 2014

Annual periods beginning on or
after January 1, 2014. Early
adoption is permitted.

Amendment to IAS 32 Financial instruments: presentation

In December 2011, the IASB amended the recognition and disclosure requirements related to the netting
of financial assets and financial liabilities through amendments to IAS 32 and IFRS 7.

Such amendments are the result of the joint project undertaken by the IASB and Financial Accounting
Standards Board (FASB) to address differences in their related accounting standards with respect to
offsetting financial instruments. New disclosures are required for annual periods or periods beginning on
or after January 1, 2013 and amendments to IAS 32 are effective for annual periods beginning on or after
January 1, 2014.

Both standards require retrospective application for comparative periods.

Management believes these amendments will be adopted in its financial statements for the period

Pg 353 of 648
!+

Amendments to IAS 36. Disclosure of the Recoverable Amount of Non-financial Assets

On May 29, 2013, the IASB published Amendments to IAS 36 Disclosure of the Recoverable Amount of
Non-financial Assets. The publication of IFRS 13 Fair Value Measurement resulted in the modification of
some disclosure requirements of IAS 36 Impairment of Assets related to the measurement of the
recoverable amount of impaired assets. However, one of these amendments potentially resulted in the
disclosure requirements being broader than originally intended. The IASB has rectified this situation with
the release of modifications to IAS 36.

Modifications to IAS 36 eliminate the requirement of disclosing the recoverable amount of each cash
generating unit (group of units) for which the carrying amount of goodwill or intangible assets with
indefinite useful lives allocated to that unit (group of units) is significant in comparison with the entitys total
carrying amount of goodwill or intangible assets with indefinite useful lives. The modifications require an
entity to disclose the recoverable amount of an asset (including goodwill) or cash generating unit for which
the entity has recognized or reversed an impairment loss during the reporting period. An entity shall
disclose additional information on the fair value less cost to sell of an asset, including goodwill, or cash
generating unit for which the entity has recognized or reversed an impairment loss during the reporting
period including: (i) level in the fair value hierarchy (IFRS 3) within which the fair value measurement is
classified; (ii) valuation techniques used to measure fair value less cost to sell; (iii) key assumptions used
to measure the fair value classified within Level 2 and Level 3 of the fair value hierarchy. In addition, an
entity shall disclose the discount rate used when recording or reversing an impairment loss during the
reporting period and the recoverable amount is based on the fair value less cost to sell determined using a
present value valuation technique. Amendments shall be applied retrospectively for annual periods
beginning on or after January 1, 2014. Early application is permitted.


Amendments to IAS 39. Novation of Derivatives and Continuation of Hedge Accounting

In September 2012, the IASB published Amendments to IAS 39 Novation of Derivatives and
Continuation of Hedge Accounting. This amendment allows for the continuation of hedge accounting
(under IAS 39 and the next chapter on hedge accounting in IFRS 9) when a derivative is novated to a
central counterparty and provided that certain criteria are met. A novation indicates an event where the
original parties to a derivative agree that one or more clearing counterparties replace their original
counterparty to become the new counterparty to each of the parties. In order to benefit from the amended
guidance, novation to a central counterparty (CCP) must happen as a consequence of laws or regulations
or the introduction of laws or regulations. The amendments shall be applied for annual periods beginning
on or after January 1, 2014. Early application is permitted.


Pg 354 of 648
!!

Investment Entities. Amendments to IFRS 10 Consolidated Financial Statements; IFRS 12
Disclosure of Interest in Other Entities and IAS 27 Separate Financial Statements

On October 31, 2012, the IASB published Investment Entities (amendments to IFRS 10, IFRS 12 and IAS
27), providing an exemption for the consolidation of subsidiaries under IFRS 10 Consolidated Financial
Statements for entities meeting the definition for an investment entity, such as investment funds. Instead,
the amendments require the use of fair value through profit or loss in conformity with IFRS 9 Financial
Instruments or IAS 39 Financial Instruments: Recognition and Measurement.

Such amendments also require additional disclosures about whether the entity is considered to be an
investment entity, detail of the entitys unconsolidated subsidiaries and the nature of the relationship and
certain transactions between the investment entity and its subsidiaries. In addition, amendments require
an investment entity to account for their investment in a subsidiary on the same basis in both its
consolidated financial statements and separate financial statements (or only providing separate financial
statements if all entities are unconsolidated subsidiaries). The effective date for these amendments is for
periods beginning on or after January 1, 2014. Early adoption is permitted.


Interpretations

Effective date

IFRIC 21 Levies

January 1, 2014

Interpretation IFRIC 21 Levies

This interpretation issued in May 2013 is an interpretation related to IAS 37 Provisions, Contingent
Liabilities and Contingent Assets. Under this interpretation a levy is an outflow of resources embodying
economic benefits that is imposed by governments on entities in accordance with legislation. This
Interpretation addresses the accounting for a liability to pay a levy if that liability is within the scope of IAS
37. It addresses the issue related to when a liability for levies imposed by a public authority for
participating in a specific market. It proposes that the liability is recognized when the event giving rise to
the obligation occurs which can be on a specific date or progressively in time. This interpretation also
addresses how an entity shall account for levies payable imposed by governments, other than income
taxes, and explains the timing to recognize a liability related to a levy. Early adoption is permitted.

2.3 Basis of consolidation

a) Subsidiaries

A subsidiary is an entity which the Company controls by having the power to govern the financial and
operating policies which usually is accompanied by an interest over 50% of voting rights. In assessing
control, the Group takes into consideration potential voting rights that are currently exercisable. The
financial statements of subsidiaries are included in the consolidated financial statements from the date
that control commences until the date that control ceases.

Pg 355 of 648
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Intercompany transactions, balances and unrealized gains from transactions with related parties have
been eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an
impairment loss related to the amount transferred. When required to ensure consistency with the
accounting policies adopted by Inversiones Alsacia S.A. and subsidiary, the accounting policies of the
subsidiaries are modified.

At December 31, 2012, the subsidiary Lorena SPA owns a bus depot used by the Parent and is the
guarantor for the loan granted to the Parent by Banco Internacional.

The table below includes the subsidiaries included in these consolidated financial statements.

December 31, 2013

Subsidiary ID

Subsidiary name

Country of
origin of the
subsidiary

Functional
currency

Direct
ownership
percentage
%
Indirect
ownership
percentage
%
Total
ownership
percentage
%

76.130.466-6 Lorena SPA Chile Chilean pesos 100% 0.00% 100%

At December 31, 2012

Subsidiary ID

Subsidiary name

Country of
origin of the
subsidiary

Functional
currency

Direct
ownership
percentage
%
Indirect
ownership
percentage
%
Total
ownership
percentage
%

0-E

IASA de Colombia Ltda.

Colombia

Colombian
pesos

99.99%

0.00%

99.99%
76.130.466-6 Lorena SPA Chile Chilean pesos 100% 0.00% 100%

IASA de Colombia Ltda. is a company incorporated in conformity with the regulations of the Republic of
Colombia and it was undergoing a liquidation process since February 2011 which was completed on July
31, 2013.

2.4 Transactions in foreign currency

a) Presentation and functional currency

Items included in the consolidated financial statements of Inversiones Alsacia S.A. and subsidiaries are
stated using the currency of the primary economic environment in which an entity operates (functional
currency). The functional currency of Inversiones Alsacia S.A. and subsidiaries is the Chilean peso, which
is also the presentation currency of the consolidated statements of financial position.

Pg 356 of 648
!$

b) Balances and transactions

Transactions in foreign currency and unidad de fomento are translated at the exchange rate of the related
currency or unidad de fomento at the date when the transaction meets the requirements for initial
recognition. Monetary assets and liabilities expressed in currencies or unidad de fomento other than the
functional currency are translated into Chilean pesos at the year-end exchange rate. Foreign exchange
gains and losses resulting from the settlement of transactions in foreign currency or the measurement of
monetary assets and liabilities in foreign currency are recognized in profit or loss in the caption foreign
currency gain (loss). Gains and losses arising from the translation of assets and liabilities in unidad de
fomento are recognized in profit or loss within the caption gain (loss) from assets and liabilities in unidad
de fomento.

c) Translation of foreign currency and unidad de fomento

At December 31, 2013 and 2012, exchange rates are as follows:

Currency
December 31,
2013
December 31,
2012

United States dollar US$ 524.61 479.96
Unidad de fomento
Colombian peso
UF
CO$
23,309.56
0.27
22,840.75
0.27

2.5 Property, plant and equipment

The Companys property, plant and equipment comprise land, buildings, infrastructure, machinery,
equipment and others. The main assets of Inversiones Alsacia S.A. and subsidiary correspond to buses
for public passenger transport.

a) Measurement and adjustments

Management has chosen the cost model as its accounting policy and it applies this policy to all items
including a class of property, plant and equipment except for land which is measured under the
revaluation method.

New property, plant and equipment are recognized at acquisition cost. Acquisitions in a currency other
than the functional currency are translated at the exchange rate on the date of the acquisition.

The fair value of the main property, plant and equipment acquired before the date of transition to IFRS
was determined based on valuations carried out by external and independent experts. In the case of the
other property, plant and equipment the Company used the historical cost model.

Subsequent expenditure (replacement of components, improvements and extensions) are included in the
initial cost of the asset or recognized as a separate asset only when it is probable that the future economic
benefits associated with the item of property, plant and equipment will flow to the Company and the cost
of the item can be estimated reliably. The cost of the replaced component is derecognized. Other repair
and maintenance expenditure are expensed as incurred.

Pg 357 of 648
!%

Ongoing repairs and overhauls are expensed as incurred unlike the replacement of significant parts or
strategic spare parts which are deemed to be improvements and are capitalized and depreciated over the
remaining life of the assets under the component approach.

When the carrying amount of an asset exceeds its recoverable amount, it is adjusted to the recoverable
amount and the asset is tested for impairment.

Gains or losses from the sale of property, plant and equipment are estimated by comparing the amount
received from the sale to the carrying amount of the asset and are recognized in comprehensive income.

b) Depreciation

Depreciation is estimated using the straight-line basis over their estimated useful lives. Useful lives have
been determined based on expected natural wear, technical or commercial obsolescence resulting from
production changes and/or improvements and changes in market demand related to the products
obtained from operating such assets. Land is not depreciated.

c) Estimated useful lives

The estimated useful lives per class of asset are as follows:

Minimum useful life in
year
Maximum useful life in
year

Buildings 10 40
Plant and equipment 5 10
Information technology equipment 3 6
Fixed facilities and fixtures 5 10
Motor vehicles 5 11
Other property, plant and equipment 1 10

The residual values and useful lives of items of property, plant and equipment are reviewed annually and
adjusted if required so as to maintain a useful life in agreement with the value of the assets.

2.6 Intangible assets other than goodwill

a) Computer programs

Acquired licenses related to computer programs are capitalized based on their acquisition cost and the
costs incurred in preparing them for the use of the specific program. These costs are amortized over their
estimated useful lives of 5 years.

Pg 358 of 648
!&

Expenses related to the maintenance of computer programs are recognized as expenses as incurred.
Costs directly related to the production of unique and identifiable computer programs controlled by
Inversiones Alsacia S.A. and subsidiaries which are likely to generate economic benefits higher than costs
for more than one year are recognized as intangible assets. Direct costs include the expenses related to
the personnel developing the computer programs and any other expense related to their development and
maintenance.

b) Operative technical reserve

The operative technical reserve is defined as a provision included in the rate paid by users intended to
cover possible temporary mismatches between the revenues and expenses of the Transantiago
passenger transport system. Amounts paid and owed to the Transantiago Financial Administrator (AFT) in
relation to the operative technical reserve for the Troncal No.1 business unit are recorded as a deferred
tax that is amortized against operating profit during the operation period of the concession based on the
projected revenue curve to be obtained from the rendering of transport services.

2.7 Impairment loss on non-financial assets

The carrying amounts of the Companys non-financial assets, other than deferred taxes, are reviewed at
each reporting date to determine whether there is any indication of impairment. If any such indication
exists, then the assets recoverable amount is estimated.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs
to sell. In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money and the
risks specific to the asset or CGU. For impairment testing, assets are grouped together into the smallest
group of assets that generates cash inflows from continuing use that are largely independent of the cash
inflows of other assets or CGUs. The Company has only one cash generating unit named Transport
Services.

An impairment loss is recognized if the carrying amount of an asset or cash-generating unit (CGU)
exceeds its recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses
recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated
to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU
(group of CGUs) on a pro rata basis.

Impairment losses recognized in prior years are assessed at each reporting date for any indication that
the loss has decreased or disappeared. An impairment loss is reversed if there has been a change in the
estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent
that the carrying amount of the asset does not exceed the carrying amount that would have been
determined, net of depreciation or amortization, had no impairment loss been recognized.

2.8 Financial assets

Inversiones Alsacia S.A. and subsidiaries classify its financial assets under the following categories: at fair
value through profit or loss, loans and receivables, financial assets held to maturity and available for sale.
The classification depends on the purpose for which the financial assets were acquired. Management
determines the classification of its financial assets at the date of initial recognition.

Pg 359 of 648
!'

2.8.1 Classification of financial assets

(a) Financial assets at fair value through profit or loss

Financial assets at fair value through profit and loss are financial assets held for trading. Financial assets are
classified as available for sale if acquired principally for the purpose of selling them in the short-term. Assets
classified as at fair value through profit or loss are classified as current assets.

(b) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. Loans and receivables are recognized within current assets, except for those with
maturities over 12 months from the reporting date, which are classified as non-current assets.

Loans and receivables are recorded within trade and other receivables. They are initially recognized at fair
value recognizing a financial result for the period between their initial recognition and subsequent
measurement. In the specific case of trade and other receivables the Company used the nominal value
based on its short collection periods.

Inversiones Alsacia S.A. and subsidiaries assess at each reporting date whether there is objective
evidence that a financial asset or group of financial assets may have experienced impairment losses.

(c) Financial assets held to maturity

Financial assets held to maturity are financial assets with fixed or determinable payment and fixed
maturity that the Company has the positive intent and ability to hold to maturity. Should the Company sell
a non-insignificant amount of financial assets held to maturity, the whole category would be classified as
available for sales. Financial assets held to maturity are classified as non-current except for those
maturing within 12 months from the reporting date which are classified as current.

(d) Financial assets available for sale

Available-for-sale financial assets are non-derivative financial assets with fixed or determinable payment
and fixed maturity that are designated as available for sale or are not classified in any of the above
categories of financial assets. Financial assets available for sale are recorded within current assets unless
management has the intent of disposing of the investment during the months after the reporting date.

2.8.2 Recognition and measurement of financial assets

Acquisitions and disposals of financial assets are recognized initially on the trade date, which is the date
that Inversiones Alsacia S.A. and subsidiaries commits to acquire or sell the asset.

(a) Initial recognition

Financial assets are initially recognized at fair value plus transaction costs in the case of financial assets
not recorded at fair value through profit or loss. Financial assets at fair value through profit or loss are
initially recognized at fair value and transaction costs are recorded in profit or loss.

Pg 360 of 648
!(

(b) Subsequent measurement

Financial assets available for sale and financial assets at fair value through profit or loss are subsequently
measured at fair value (with a balancing entry in comprehensive income and profit and loss, respectively).
Loans and receivables are measured at amortized cost using the effective interest method.

Financial assets are derecognized when the rights to receive the cash flows from the investments have
expired or have been transferred and Inversiones Alsacia S.A. and subsidiaries have transferred
substantially all of the risks and rewards of ownership.


2.9 Derivatives and hedging activities

Derivatives are initially recognized at their fair value on the date the derivative agreement was entered into
and are subsequently remeasured at fair value. The method used to recognize the resulting gain or loss
depends on whether the derivative has been designated as a hedging instrument and, if so, the nature of
the item being hedged. The Company designates certain derivatives as not qualifying for hedge
accounting. Such derivatives are classified as other financial assets or liabilities.

Changes in the fair value of any derivative not designated as a hedging derivative are recognized
immediately in the consolidated statement of profit or loss within foreign currency translation and finance
costs based on their nature.

2.10 Inventories

Inventories detailed in note 11 are measured at the lower of cost or net realizable value. Cost is
determined using the weighted average method. The net realizable value is the sale price estimated in the
normal course of business less variable cost to sell.

The Company accrues a provision for obsolescence in relation to spare parts not to be used during the
following 6 months and spare parts with no turnover for a period over 2 years.

2.11 Trade and other receivables

Trade receivables are recognized at their nominal amount. In addition, doubtful accounts are reviewed
based on an objective review of all outstanding balances at each reporting date. Impairment losses
related to doubtful accounts are recorded in the statement of comprehensive income when they arise.
Trade receivables are recorded within current assets within trade and other receivables if they mature
within 12 months from the reporting date.

Pg 36l of 648
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2.12 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and in bank, time deposits and other financial
investments (highly liquid marketable securities) with maturities of three months or less from the
acquisition date. Cash and cash equivalents also includes investments related to cash management such
as buy-back and reverse repurchase agreements maturing within three months or less from the
acquisition date.

Bank overdrafts used are recorded within other financial liabilities.

2.13 Share capital

Share capital is represented by one class of common stock.

Legal minimum dividends for common stock are recognized as a reduction in equity as accrued.

2.14 Trade and other payables

Trade and other payables are initially measured at fair value and subsequently at amortized cost using the
effective interest method when they mature in a period over 90 days.

Inversiones Alsacia S.A. and subsidiaries recognize employee vacations on an accrual basis at their
nominal amount. The resulting amounts are recorded as current trade and other payables.

2.15 Other financial liabilities

Obligations with banks and financial institutions are initially measured at fair value less transaction costs.
Subsequently, they are measured at amortized cost and any difference between the funds obtained (net
of the cost incurred for obtaining them) and the repayment amount is recognized in profit or loss over the
term of the debt using the effective interest method. The effective interest method consists in applying the
market rate to debts with similar characteristics (net of the costs incurred for obtaining them).

Financial liabilities are classified within current and non-current liabilities based on their contractual
maturities.

2.16 Income taxes and deferred taxes

The income tax expense for the year includes deferred taxes. Deferred tax is recognized with respect to
temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. Deferred tax assets are recognized for all
deductible temporary differences and tax losses to the extent that it is probable that future taxable profits
will be available against which they can be utilized.

Pg 362 of 648
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The carrying amount of deferred tax assets is reviewed at each reporting date and it is adjusted to the
extent it is not probable that future taxable profits will be available against which they can be utilized.

Deferred tax assets and liabilities are offset if the entity has a legally enforceable right to offset current tax
liabilities and assets and the deferred tax liabilities and assets relate to income taxes levied by the same
tax authority for the same entity.

2.17 Provisions

Inversiones Alsacia S.A. and subsidiaries recognize a provision when they have a contractual obligation
and an obligation has resulted from a past event.

Provisions for onerous contracts, litigation and other contingencies are recognized when:

(i) As a result of a past event Inversiones Alsacia S.A. and subsidiaries have a present legal or
constructive obligation;
(ii) An outflow of economic benefits will be required to settle the obligation; and
(iii) The amount of the obligation can be estimated reliably.

Provisions are measured at the present value of the disbursements required to settle the obligation using
Inversiones Alsacia S.A. and subsidiaries best estimate. The discount rate used to determine the present
value reflects the current market assessments of the time value of money and the risks specific to the
liability.

2.18 Revenue recognition

a) Revenue from transport services

Revenue from the rendering of transport services includes the fair value of the consideration received or
paid for the rendering of the passenger transport service in the course of ordinary activities.

The Company recognizes the revenue from transport services once the service has been provided.

b) Revenue from advertising

Revenue from advertising is stated net of the tax on sales, returns, rebates and discounts (if any) and
after eliminating sales within the group.

Inversiones Alsacia S.A. and subsidiaries recognize the revenue from advertising activities when they can
be estimated reliably, it is probable that the economic benefits associated with the transaction will flow to
the entity and the specific conditions for each of the Companys activities are met. Revenue from the sale
of advertising services are recorded when the service has been provided. A service is deemed to have
been rendered when it is accepted by the client.

c) Revenue from indemnity for change in concession agreement

The revenue from the change in concession agreement is recorded on a straight-line basis up to the
termination date of the agreement (October 2018) in conformity with the instructions contained in Letter
No.6484 issued on March 7, 2014 by the Chilean Superintendence of Securities and Insurance.

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2.19 Leases

Leases as lessee finance leases

Inversiones Alsacia S.A. and subsidiaries lease property, plant and equipment. Assets held by the
Company under leases which transfer to the Company substantially all of the risks and rewards incidental
to ownership are classified as finance leases. Finance leases are capitalized at the inception of the lease
at the lower of the fair value of the leased asset or the present value of the minimum lease payments.

Minimum lease payments made under finance leases are allocated between the finance expense and the
reduction of the outstanding liability. The finance expense is allocated to each period during the lease
term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Assets
acquired under finance leases are depreciated over the lower of their useful lives of lease term.

Leases as lessor operating lease

Leases in which the lessor retains a significant portion of the risks and rewards incidental to ownership are
classified as operating leases. Payments for operating leases (net of any incentive received from the
lessor) are allocated to profit or loss on a straight-line basis over the term of the lease.

2.20 Overhaul

Costs incurred in major programmed overhauls are capitalized and depreciated until de moment of the
next overhaul. The depreciation rate is determined using a technical basis based on the use expressed in
cycles and kilometers.

Non-programmed as well as minor overhauls are expenses as incurred.

2.21 Dividend policy

In conformity with the Corporate Act (Ley de Sociedades Annimas) and unless otherwise unanimously
agreed by shareholders, the Company is obligated to pay a mandatory minimum dividend equivalent to
30% of the profit for the period.

The obligation related to the payment of dividends to shareholders is recorded at the reporting date as a
decrease in equity.

2.22 Non-current assets (or disposal groups) held for sale

Non-current assets (or disposal groups) classified as assets held for sale are recognized at the lower of
their carrying amount or fair value less cost to sell.

2.23 Other non-financial liabilities

The deferred revenue related to the indemnity received due to the change in the concession agreement
were recorded on a straight-line basis within profit from continuing operations up to the end of the
concession in October 2018, as required in Letter No.6484 issued on March 7, 2014 by the Chilean
Superintendence of Securities and Insurance.

Pg 364 of 648
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2.24 Environment

Disbursements related to environmental protection are expensed as incurred.

NOTE 3 FINANCIAL RISK MANAGEMENT

3.1 Concentration and management of credit risk

Approximately 99% of the Companys revenue results from the services provided to the Chilean
Government as per the concession agreement in effect with the Ministerio de Transportes y
Telecomunicaciones. The Ministerio de Transportes y Telecomunicaciones in turn delegates the payment
function to the Transantiago Financial Administrator. The way in which such revenue is determined is
included in the concession agreement and consists mainly of the following:

(i) The amount of validations made by passengers in the buses operated by the Company; and
(ii) The number of kilometers run by buses.

The collection risk is very low as the final client is the MTT, which pays for the services received within a
15-day period.

In addition, approximately 1% of revenue relates to the sale of advertising space. Such customers have
demonstrated a good payment behavior and the related sales are made under agreements with
customers with good commercial background.

3.2 Exchange risk management

As a result of the placement of bonds in the amount of US$464,000,000 made in February 2011, there
was a currency mismatch in the balance sheet as liabilities expressed in United States dollars are higher
than assets expressed in the same currency. To address this situation, the Company entered into
exchange rate option contracts (Chilean peso/ United States dollar) for the total of such liabilities; these
option contracts protect the Company against a depreciation of the Chilean peso compared to the United
States dollar (from $580 to $750 per US$1).

Approximately 10% of the Companys revenue is directly adjusted by changes in the exchange rate for the
United States dollar.

Assets and liabilities per currency at each reporting date are as follows:

In thousands of Chilean pesos
December 31,
2013
December 31,
2012
ASSETS 209,901,260 250,022,689
United States dollars 107,494,013 154,773,200
Chilean pesos 102,407,247 95,249,489
LIABILITIES AND EQUITY 209,901,260 250,022,689
Chilean pesos 3,591,279 42,419,086
NET LIABILITIES IN UNITED STATES DOLLARS 98,815,968 52,830,403
OPTION CONTRACTS (*) 206,309,981 207,603,603

(*) Exchange rate from $580 to $750 per US$1.
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During 2013, the Company reduced its net liabilities in United States dollars mainly through repayment of
debt.

Changes in the exchange rate affect the Companys financial statements because its obligations are
expressed in foreign currency and, therefore, changes, whether positive or negative are reflected in the
foreign currency translation gain (loss) account in the statement of profit or loss which affects the
Companys equity but it does not directly affect cash flows.

Note 31.2 includes a detail of assets and liabilities per currency.

For other price fluctuations, the Company has a natural coverage based on the indexation mechanism of
the Concession Agreement which includes a mechanism related to the adjustment of revenue based on
price changes in the main operating costs and supplies. This mechanism was designed from the early
stages of the concession.

At December 31, 2013, such indexes are as follows:

30.0% = Consumer price index (CPI)
23.4% = Labor cost index
29.2% = Diesel price
10.5% = Exchange rate Chilean Peso / US Dollar
6.9% = Tire and lubricant cost



As a result, the adjustment of revenue closely reflects the composition of costs.

3.3 Interest rate risk management

The Company records almost no exposure to interest rate risk as its debts have a fixed interest rate up to
2018 and financial investments have a maturity under 180 days.

3.4 Liquidity risk

The Company manages its liquidity risk by following conservative policies and meeting the conditions
stipulated in the bond issuance contract. Under the Companys policies, investments are made only in
banks or institutions rated as AA or over and with maturities under 180 days. In relation to the bond
issuance contract, the Company is obligated to maintain all the funds required to cover 1 month of
operating expenses and 6 months of investment in major overhauls. These conditions were modified as
reported in Note 33.4(c). In addition, these agreements require the Company to maintain a responsible
financial position and meet the financial ratios, and the Company is also subject to restrictions to perform
investments in property, plant and equipment and pay dividends.

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The Companys cash flow generation has been sufficient to meet is financial obligations. In addition, no
significant investments have been made or are planned to be made in the medium term.

Note 7 includes a detail of the Companys financial investments.

NOTE 4 SIGNIFICANT ACCOUNTING ESTIMATES AND CRITERIA

The Companys accounting estimates and criteria are assessed on an ongoing basis and they are based
on historical experience and other factors such as the probability of occurrence of future events which are
considered reasonable under the circumstances.

Inversiones Alsacia S.A. and subsidiaries make investments and assumptions in relation to the future.

Estimates and assumptions with a significant risk of causing a material adjustment to the balances of
assets and liabilities in the future year-end are as follows:

a) Useful life of plant and equipment

The management of Inversiones Alsacia S.A. and subsidiaries estimate the useful lives and related
depreciation expense for its plan and equipment. Possible changes in estimates could arise as a result of
technical innovation and actions taken by competitors in response to severe cycles in the sector.
Management will increase the depreciation expense when the useful lives are lower than those previously
estimated or will amortize technically obsolete or non-strategic assets that have been abandoned or sold.

b) Litigation or contingencies

The Companys management is not aware of any contingencies other than those accrued for as having a
high probability of loss.

c) Operative technical reserve

During the year the operative technical reserve is amortized based on the forecasted curve of revenue
expected to be obtained from the rendering of transport services.

The curve of revenue is the result of fixed monthly revenue plus variable income based on the projection
of demand, payment index per transported passenger, rate indexation vectors, kilometers run and
available quotas.

d) Deferred taxes

Deferred tax assets are recognized for all deductible temporary differences and tax losses to the extent
that it is probable that the group entities will have future taxable profits that will be available for which they
can be utilized.

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e) Impairment

Financial assets

A financial asset is assessed at each reporting date to determine whether there is objective evidence that
it is impaired. A financial asset is impaired if there is objective evidence of impairment as a result of one or
more events that occurred after the initial recognition of the asset, and that loss event(s) had an impact on
the estimated future cash flows of that asset.

An impairment loss with respect to a financial asset measured at amortized cost and investments in debt
securities classified as available for sale is calculated as the difference between its carrying amount and
the present value of the estimated future cash flows discounted at the assets original effective interest
rate. Losses for an equity security available for sale are recognized as the accumulated difference
between acquisition cost and fair value less any previously recognized impairment loss.

All individually significant assets are assessed for specific impairment. Assets that are not individually
significant are collectively assessed for impairment by grouping together assets with similar risk
characteristics.

All impairment losses are recognized in profit or loss. Accumulated impairment losses on available-for-
sale financial assets previously recognized in equity are reclassified to profit or loss.

An impairment loss is reversed only if it can be related objectively to an event occurring after it was
recognized. For financial assets at amortized cost and financial assets available for sale which correspond
to debt securities the reversal is recognized in profit or loss.

Non-financial assets


inflows of other assets or CGUs.

An impairment loss is recognized if the carrying amount of the asset or CGU exceeds its recoverable
amount. Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of
CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of
CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro
rata basis.

Pg 368 of 648
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The Companys results are projected using a model that considers estimates of fixed and variable income,
direct costs of operations (salaries, fuel, bus maintenance expense and others), fixed depreciation and
amortization expense, financial performance of investment and finance costs (mainly from interest related
to debt contracts).

NOTE 5 CASH AND CASH EQUIVALENTS

investments with maturities of three months or less from the acquisition date. Cash and cash equivalents
also includes investments related to cash management such overnight maturing within three months or
less from the acquisition date, in conformity with IAS 7.

At December 31, 2013 and 2012, cash and cash equivalents are as follows:

Classes of cash and cash equivalents
Interest
rate Currency
2013 2012
ThCh$ ThCh$

Cash on hand - CL$ 8,955 18,267
Cash in bank - CL$ 92,538 2,265,279
Mutual funds (1) (2)
0.38%
0.60% CL$ 4,580,248 9,117,728
Time deposits (3) - US$ 3,148,824 -
Total cash and cash equivalents -

7,830,565 11,401,274

(1) At December 31, 2013, mutual funds relate to 2,686,709.0287 deposits in the Ejecutiva fund with a
deposit value of $1,704.7801.

deposit value of $1,623.02 and 272,146.12 deposits in the Inversionista fund with a deposit value of
$1,048.15.

Pg 369 of 648
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(3) Time deposits were made in November and December 2013 and they mature within the term to be
considered cash and cash equivalents.

Type of investment Bank Currency
Time deposit
amount
US$
December 31,
2013
ThCh$

Current

De Time deposit Santander Chile US$
1,000,000
524,735
Time deposit
Crdito e Inversiones US$
4,000,000
2,099,256
Time deposit
Santander Chile US$
1,000,000
524,833
Total time deposits
3,148,824

At December 31, 2013 and 2012, balances of cash and cash equivalents per currency are as follows:

Type of currency
2013 2012
ThCh$ ThCh$

CL$ 4,681,741 11,401,274
US$ 3,148,824 -
Total 7,830,565 11,401,274

Cash and cash equivalents included in the consolidated statement of cash flows are as follows:

Classes of assets presented in the statement of cash flows
2013 2012
ThCh$ ThCh$

Cash and cash equivalents 7,830,565 11,401,274
Total 7,830,565 11,401,274

Pg 370 of 648
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NOTE 6 FINANCIAL INSTRUMENTS

6.1 Financial instruments by category

December 31, 2013:

Financial assets at December 31, 2013

Loans and
receivables
ThCh$
Assets at fair
value through
profit or loss
ThCh$
Total
ThCh$

Cash and cash equivalents 7,830,565 - 7,830,565
Other financial assets - current 5,123,085 - 5,123,085
Trade and other receivables - current 7,280,972 - 7,280,972
Accounts receivable due from related parties - current 38,032,173 - 38,032,173
Other financial assets - non-current 11,564,671 - 11,564,671
Accounts receivable due from related parties - non-current 87,657,433 - 87,657,433
Total financial assets 157,488,899 - 157,488,899

Financial liabilities at December 31, 2013

Liabilities at fair
value through profit
or loss
ThCh$
Other financial
liabilities
ThCh$
Total
ThCh$

Other financial liabilities - current 48,264,641 - 48,264,641
Trade and other payables - current - 12,656,325 12,656,325
Accounts payable due to related parties - current - 468,528 468,528
Other financial liabilities non-current 171,618,958 - 171,618,958
Accounts payable due to related parties non-current - - -
Total financial liabilities 219,883,599 13,124,853 233,008,452

Financial instruments at December 31, 2012:

Loans and
receivables
ThCh$
Assets at fair
value through
profit or loss
ThCh$
Total
ThCh$


Pg 37l of 648
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Liabilities at fair
or loss
ThCh$
Other financial
liabilities
ThCh$
Total
ThCh$

Accounts payable due to related parties non-current - 12,525,031 12,525,031

6.2 Credit quality of financial assets

The Companys financial assets can be classified within two main groups:

i) Commercial loans with clients for purposes of measuring their risk they are classified based on
aging and allowances for doubtful accounts are accrued for; and

ii) Financial investments made by the Company as described in Note 2.

Current assets

December 31,
2013
ThCh$
December 31,
2012
ThCh$

Total 7,830,565 11,401,274

Trade and other receivables without credit rating 7,280,972 4,532,136
Total 7,280,972 4,532,136

No non-matured financial assets have been renegotiated during the year.

Pg 372 of 648
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6.3 Fair value estimates

The tables below present the fair value by category of financial instrument compared to the current and
non-current fair value included in the consolidated statements of financial position:

Fair value estimate

At December 31, 2013 At December 31, 2012
Carrying Fair Carrying Fair
amount value amount value
ThCh$ ThCh$ ThCh$ ThCh$
Current financial assets
Cash and cash equivalents 7,830,565 7,830,565 11,401,274 11,401,274
Other financial assets 5,123,085 5,123,085 23,247,991 23,247,991
Trade and other receivables 7,280,972 7,280,972 4,532,136 4,532,136
Accounts receivable due from related parties 38,032,173 38,032,173 17,878,537 17,878,537

Non-current financial assets
Total financial assets 157,488,899 157,488,899 191,116,146 191,116,146

The carrying amount of cash and cash equivalents and other financial assets equals their fair value due to
their short-term nature.

At December 31, 2013 At December 31, 2012
Fair value estimate amount value amount value
Current financial liabilities
Other financial liabilities 48,264,641 48,264,641 44,659,704 44,659,704
Trade and other payables 12,656,325 12,656,325 9,123,683 9,123,683
Accounts payable due to related parties 468,528 468,528 424,562 424,562

Non-current financial liabilities
Accounts payable due to related parties - - 12,525,031 12,525,031
Total financial liabilities 233,008,452 233,008,452 257,537,521 257,537,521

It is assumed that the carrying amount of accounts payable approximates their fair value due to their
short-term nature.

Pg 373 of 648
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NOTE 7 OTHER FINANCIAL ASSETS

At December 31, 2013 and 2012, other financial assets are as follows:

Type of investment Bank
Type of
currency
2013 2012
Current

Reserve
Bank of New
York US$ 5,123,085 15,913,522
Time deposit Corp. Banca CL$ - 2,530,998
Time deposit
Corp. Banca US$ - 1,922,544
Time deposit
Santander Chile US$ - 960,419
Time deposit
Crdito e
Inversiones US$ - 1,920,508
Total other financial assets - current 5,123,085 23,247,991

Non-current

Derivatives - US$ 11,564,671 16,243,016
Total other financial assets non-current 11,564,671 16,243,016

Total other financial assets 16,687,756 39,491,007

NOTE 8 OTHER NON-FINANCIAL ASSETS

At December 31, 2013 and 2012, other non-financial assets are as follows:

Other non-financial assets
December 31,
2013
December 31,
2012
Current
Advanced insurance 762,876 763,438
Guarantee certificates 73,250 93,318

Total other non-financial assets current 836,126 856,756
Non-current
Lease guarantee 111,992 109,349

Total other non-financial assets non-current 111,992 109,349

Total other non-financial assets 948,118 966,105

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NOTE 9 TRADE AND OTHER RECEIVABLES

At December 31, 2013 and 2012, trade and other receivables are as follows:

Trade and other receivables

2013 2012
ThCh$ ThCh$
Domestic trade receivables 7,054,982 3,900,463
Accumulated impairment on trade receivables (1,178) (1,178)
Trade receivables net 7,053,804 3,899,285
Other receivables (1) and (2) 227,168 632,851
Total trade and other receivables 7,280,972 4,532,136

(1) At December 31, 2013, these balances relates to loans to employees (ThCh$121,463) and judicial
retentions made by the AFT at the request of a court (ThCh$62,715) and others for (ThCh$42,990).

retentions made by the AFT at the request of a court (ThCh$366,639).

The fair value of trade and other receivables does not significantly differ from their carrying amount.

The Company accrues provisions for impairment in case there is evidence of impairment of trade
receivables. The criteria applied to determine whether there is objective evidence of impairment losses are
the maturity of the portfolio, actual impairment (default) and actual market signals.

At December 31, 2013 and 2012, the balances of trade and other receivables per type of currency are as
follows:

Type of currency

2013 2012
ThCh$ ThCh$
Chilean peso 7,280,972 4,532,136

Pg 375 of 648
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Trade and other receivables classified by category are as follows:

Category 2013 2012
ThCh$ ThCh$
Passenger transport (1) 3,519,615 1,425,954
Provision for AIPK Income (2) 3,107,703 2,280,022
Advertising 426,486 193,309
Other 227,168 632,851
Total trade receivables 7,280,972 4,532,136

(1) Provision for revenue from payments received between December 15 and 31, 2013 and December
15 and 31, 2012, which were paid by the Transantiago Financial Administrator during January 2014
and January 2013, respectively, in conformity with the basis of the Concession Agreement and its
subsequent amendments.

(2) This balance relates to the revenue accrued at December 31, 2013 and 2012, respectively, under
the mechanism named AIPK which compensates the Company based on the changes in user
demand as a result of a base value defined at the beginning of the validity of the Concession
Agreement. This mechanism is estimated every 24 settlements, that is, every 12 months, and it
operates within a range of application.

At December 31, 2013 and 2012, the Companys trade receivables are as follows:

Maturity of trade and other receivables
2013 2012
ThCh$ ThCh$
Maturity under three months 7,280,972 2,241,922
Maturity between three and twelve months - 2,290,214
Total trade receivables, current 7,280,972 4,532,136

Pg 376 of 648
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The tables below show the changes in impairment of trade receivables related to transport services:

December 31, 2013
Impairment
ThCh$
Net value at January 1, 2013 (1,178)
Impairment for the period -
Reversal of impairment (1) -
Net value at December 31, 2013 (1,178)

Impairment
ThCh$
Net value at January 1, 2012 (6,170,481)
Impairment for the period (1,342,838)
Reversal of impairment (1) 7,512,141

(1) At December 31, 2012, the new Concession Agreement came into force and the Company
recovered the revenue withheld by the Ministerio de Transportes y Telecomunicaciones in relation
to the prior Concession Agreement thus generating a reversal of the impairment estimated in the
financial statements in the amount of ThCh$7,512,141. The balance at December 31, 2012 relates
to advertising clients.

NOTE 10 BALANCES AND TRANSACTIONS WITH RELATED PARTIES

10.1 Accounts receivable due from related parties

In general, transactions with related parties correspond to actual payment and collection transactions not
subject to special conditions. These transactions are in conformity with Articles Nos. 44 and 49 of Law
No.18.046 for public companies.

Short and long-term fund transfers from and to the parent of between related parties which do not relate to
the collection or payment of services are recorded as commercial current accounts.

Pg 377 of 648
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At December 31, 2013 and 2012, accounts receivable from and payable to related parties are as follows:

2013 2012
ID number Company Country Relationship Currency ThCh$ ThCh$
Current
99.577.390 - 2 Express de Santiago Uno S.A. (1) Chile Common owner US$ 36,866,558 17,727,894
99.577.390 - 2 Express de Santiago Uno S.A. (1) Chile Common owner CL$ 668,113 -
48.095.921 - 3 Carlos Ros Chile Director CL$ - 17,522
76.195.710 - 4 Inversiones Eco Uno S.A. Chile Associate CL$ 149,962 133,121
76.099.998-9 Camden Servicios SpA (3) Chile Common owner CL$ 347,540 -
Total accounts receivable due from related parties, current 38,032,173 17,878,537
Non-current
99.577.390 - 2 Express de Santiago Uno S.A. (1) Chile Common owner US$ 37,745,274 78,090,856
99.577.390 - 2 Express de Santiago Uno S.A. (1) Chile Common owner CL$ 3,448,873 -
0-E Panamerican Investment (2) Panama Shareholder US$ 45,033,942 38,500,364
59.164.000 - 0 Panamerican Investment (Chile) (2) Chile Common owner US$ 1,429,344 1,221,972
Total accounts receivable due from related parties, non-
current 87,657,433 117,813,192

(1) This balance relates to a documented debt maintained by Express de Santiago Uno S.A. of
US$198,709,385 which accrues interest at an annual rate of 8.05% payable on a semiannual basis.
The principal is amortized as follows:

Date Amortization Date Amortization
02-18-2011 0.00% 02-18-2015 7.78%
08-18-2011 0.00% 08-18-2015 6.03%
02-18-2012 3.45% 02-18-2016 8.51%
08-18-2012 3.00% 08-18-2016 6.38%
02-18-2013 6.31% 02-18-2017 10.19%
08-18-2013 4.72% 08-18-2017 8.36%
02-18-2014 7.67% 02-18-2018 11.94%
08-18-2014 5.54% 08-18-2018 10.11%

(2) This balance relates to a documented debt maintained by Panamerican Investment of
US$72,118,294.94 which accrues interest at an annual rate of 8.05% and has one single maturity
on August 20, 2018.

(3) This balance relates to transactions made under the purchase of spare parts and management and
logistic administration services contract.

Pg 378 of 648
$&

10.2 Accounts payable to related parties

At December 31, 2013 and 2012, accounts payable to related parties are as follows:

2013 2012
Current
99.577.390 - 2
Express de Santiago
Uno S.A. Chile Common owner CL$ 468,528 424,562
Total accounts payable to related parties, current 468,528 424,562
Non-current
99.577.390 - 2
Express de Santiago
Uno S.A. (1) Chile Common owner CL$ - 12,525,031
Total accounts payable to related parties, non-current - 12,525,031

(1) This balance relates to amounts provided by Express de Santiago Uno S.A. as cash reserve intended to cover
obligations acquired as a result of the bond issuance by Inversiones Alsacia S.A.

10.3 Transactions with related parties

Related parties include the following entities or individuals:

(a) Shareholders with the possibility of exercising control.
(b) Affiliates and members of affiliates.
(c) Parties with an interest in the entity which results in significant influence over such entity.
(d) Parties with joint control over the entity.
(e) Associates.
(f) Interests in joint ventures.
(g) Key management personnel of the entity or its parent.
(h) Close family members of the individuals described above.
(i) An entity in which any of the individuals described above has control, joint control or significant
influence.

Pg 379 of 648
$'

At December 31, 2013 and 2012, transactions with related parties are as follows:

December 31, 2013

ID number Company
Country of
origin Relationship Currency Transaction Amount
Credit
(debit) to
profit or loss
21.922.672-1

Carlos Ros Velilla

Colombia
Shareholder-
Director
ThCh$

Director
payment
36,000 (36,000)
0-E

Rubn Ros Velilla

Colombia Director ThCh$

Director
payment
30,000 (30,000)
76.019.829-3

Ases. Inversiones Rio
Piedra Ltda.

Chile Director Company ThCh$

Board of
director
advisory

36,000

(36,000)
0-E P.S.C. Consulting Panam Director Company ThCh$
Director
payment
18,000 (18,000)
9.669.081-9

Andrs Echeverra

Chile Director ThCh$

Director
payment
9,000 (9,000)
99.577.390-2
Express de Santiago
Uno S.A.
Chile Related party ThCh$
Transfer of
funds
received

15,973,904

-
76.099.998-9 Camden Servicios SpA Chile Common owner ThCh$
Purchases of
spare parts
and
management
and logistic
administratio
n services

3,423,374

(3,423,374)
76.452.480-2

Rioma Ltda.


Director
advisory

156,000

(156,000)

December 31, 2012

ID number Company
Country of
Credit
(debit) to
profit or loss
21.922.672-1

Carlos Ros V.

Colombia
Shareholder-
Director
ThCh$

Director
payment
40,000 (40,000)
0-E

Rubn Ros V.


Director
payment
40,000 (40,000)
9.669.081-9

Andrs Echeverra


Director
payment
30,000 (30,000)
99.577.390-2
Express de Santiago
Uno S.A.
Transfer of
funds
received de

17,092,271

-
76.452.480-2

Rioma Ltda.


Director
advisory

141,750

(141,750)

Inversiones Alsacia S.A. and subsidiaries policy is to report all transactions with related parties during the
year except for dividends paid and capital contributions received which are not deemed to be transactions.

Pg 380 of 648
$(

10.4 Payments to the Board of Directors and key management personnel

At December 31, 2013 and 2012, payments, salaries as well as financial, commercial and management
advisories received by members of the Board of Directors amount to ThCh$129,000 and ThCh$108,000,
respectively.

Inversiones Alsacia S.A. and subsidiaries have an incentive system based on the Companys operating
profit which consists of an annual bond payable to main executives and individuals in other eligible
positions.

The incentive system has the purpose of motivating and recognizing executives through a formal scheme
that rewards good individual performance as well as team work.

The main managers and executives are those individuals with the authority and responsibility for directly
or indirectly planning, directing and controlling the entitys activities, including any member (whether
executive or not) of the Companys Administration Board or governing body. Total payments made to the
Companys main executives and managers for the year from January to December 2013 and 2012
amounted to ThCh$2,530,660 and ThCh$2,678,645, respectively. During the years ended December 31,
2013 and 2012, no provision for severance payments has been accrued.

NOTE 11 INVENTORIES

At December 31, 2013 and 2012, inventories are follows:

Inventories

December 31,
2013
December 31,
2012
ThCh$ ThCh$
Spare parts and technical inventories 1,217,388 1,981,509
Fuel 114,617 77,366
Accumulated impairment on spare parts and technical inventories (58,712) (58,712)
Total Inventories 1,273,293 2,000,163

Inventories correspond to spare parts and fuel to be used in maintenance services; such inventories are
measured at their average acquisition cost. Inventories do not include liability guarantees.

The amount of inventories recognized as cost was ThCh$9,628,272 at December 31, 2013
(ThCh$7,269,657 at December 31, 2012).

Pg 38l of 648
$)

NOTE 12 CURRENT TAX ASSETS

At December 31, 2013 and 2012, current tax assets are as follows:

Current tax asset

December 31,
2013
ThCh$
December 31,
2012
ThCh$
SENCE training credit (1) 735,535 583,985
Total current tax assets 735,535 583,985

(1) This balance relates to training expenses made by the Company during the year which are used as
credit against income taxes.

NOTE 13 INTANGIBLE ASSETS OTHER THAN GOODWILL

Inversiones Alsacia S.A. and subsidiaries do not record internally generated intangible assets or intangible
assets acquired in a business combination.

At December 31, 2013 and 2012, separately acquired intangible assets are as follows:

December 31, 2013

Gross value
Accumulated
amortization Net value
ThCh$ ThCh$ ThCh$
OTR (1) 12,950,228 (7,530,189) 5,420,039
Reserves for AFT (2) 2,247,539 (1,306,880) 940,659
Computer licenses (3) 2,532,257 (1,547,737) 984,520
Total intangible assets other than goodwill 17,730,024 (10,384,806) 7,345,218

December 31, 2012

Gross value
Accumulated
ThCh$ ThCh$ ThCh$
OTR (1) 12,950,228 (6,499,582) 6,450,646
Reserves for AFT (2) 2,247,539 (1,128,016) 1,119,523

(1) This balance relates to the total contribution made to the Operative Technical Reserve (OTR) by the
Troncal No.1 business unit. The OTR is defined as a provision included in the tickets paid by users
which is intended to cover temporary mismatches between the systems revenues and expenses.
This amount is amortized based on the projected revenue curve to be obtained from the rendering
of transport services. The amortization expense is part of the cost to sell within the consolidated
statement of comprehensive income per function.

Pg 382 of 648
$*

(2) From the beginning of the stage I defined in the bidding bases Transantiago 2003, the AFT will be
the exclusive issuer of tickets related to the collection of coins paid by users to access the systems
transport services. The AFT provides such tickets to Inversiones Alsacia S.A. which pays a total of
$20 per ticket. From this amount, $16 corresponds to a deposit intended to increase the systems
OTR and are to be credited by the AFT to the transitory account 2. The AFT can freely dispose of
the remaining $4. This reserve corresponds to the total amount resulting from the $16 per ticket
acquired by the Company during 2006 and 2005. This amount is amortized based on the projected
revenue curve to be obtained from the rendering of transport services. In accordance with the
amendment to the Concession Agreement, Article No.4, signed on September 30, 2006 between
the Company and the Ministerio de Transportes y Telecomunicaciones, starting from July 1, 2006
the Company stopped paying the $16 per each ticket bought from the AFT. The amortization
expense is part of the cost to sell within the consolidated statement of comprehensive income per
function

(3) Computer licenses were classified as intangible assets with definite useful lives and relate to
software acquired from third parties. These licenses have an estimated useful life from 3 to 5 years
and are amortized on a straight-line basis.

Changes in intangible assets at December 31, 2013 and 2012 are as follows:

December 31, 2013

OTR AFT Reserve
Computer
licenses Total
(1) (2) (3)
Pending amortization period 66 months 66 months 25 months

Net value at January 1, 2013 6,450,646 1,119,523 939,587 8,509,756
Separate acquisition - - 199,437 199,437
Amortization for the period (1,030,607) (178,864) (154,504) (1,363,975)
Net value at December 31, 2013 5,420,039 940,659 984,520 7,345,218

December 31, 2012

OTR AFT Reserve
Computer
licenses Total
(1) (2) (3)

Impairment for the period - - - -
Net value at December 31, 2012 6,450,646 1,119,523 939,587 8,509,756

Pg 383 of 648
%
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Pg 385 of 648
%#

At December 31, 2013, property, plant and equipment are comprised as follows:

December 31, 2013

Gross value
Accumulated
depreciation Net value
ThCh$ ThCh$ ThCh$
Land 4,910,670 - 4,910,670
Buildings 18,153,547 (4,767,538) 13,386,009
Plant and equipment 1,524,176 (789,179) 734,997
Information technology equipment 1,218,830 (972,592) 246,238
Fixed facilities and fixtures 180,143 (136,644) 43,499
Motor vehicles 68,226,104 (52,144,059) 16,082,045
Leasehold improvements 237,155 (135,166) 101,989
Other property, plant and equipment 465,465 (420,933) 44,532
Total property, plant and equipment 94,916,090 (59,366,111) 35,549,979


December 31, 2012

Gross value
ThCh$
Accumulated
depreciation
ThCh$
Net value
ThCh$
Land 4,910,668 - 4,910,668
Buildings 18,121,580 (3,810,165) 14,311,415
Motor vehicles 66,413,545 (44,650,516) 21,763,029

Measurement and adjustments

revaluation method.



Pg 386 of 648
%$



Depreciation method

obtained from operating such assets.

Estimated useful lives or depreciation rates


Minimum life or
rate in years
Minimum life or
rate in years
Buildings 10 40
Motor vehicles 5 11

The residual values and useful lives of items of property, plant and equipment are reviewed and adjusted
at each reporting date.

Leasehold improvements are capitalizes and amortized over the term of the lease agreement.

Property, plant and equipment subject to guarantees or restrictions

At December 31, 2012, the Company has no legal or contractual obligation to dismantle, retire or
rehabilitate the sites where is operates; accordingly, the Companys assets do not include costs
associated to such requirements.

Insurance

Inversiones Alsacia S.A. and subsidiaries have insurance policies to cover against the risk to which
personal property, vehicles, equipment, plant and machinery; such insurance include loss of profits and/or
losses due to strikes. Inversiones Alsacia S.A. and subsidiaries consider that the coverage provided by
these policies is adequate considering the risks inherent to their activities.

Pg 387 of 648
%%

Impairment losses

The situation existing in markets at the reporting date in addition to the different operating policies adopted
by the Company and its subsidiaries indicate in a positive future outlook in relation to expected returns.
Notwithstanding the above, property, plant and equipment were tested for impairment. The present value
estimates of future cash flows to be obtained from cash generating units include a market improvement
and the maintenance of low cost structure in the medium and long-term; accordingly, no impairment has
been recorded.

NOTE 15 CURRENT AND DEFERRED INCOME TAXES

Deferred taxes correspond to the income tax that Inversiones Alsacia S.A. and subsidiaries will pay
(liability) or recover (asset) in future periods in relation to temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes.

The main deferred tax asset relates to the tax losses to be recovered in future periods. The main deferred
tax liability payable in future periods relates to temporary differences resulting from the application of
accelerated depreciation on buses and buildings at the date of transition to IFRS.

Deferred tax assets and liabilities are as follows:

December 31, 2013 December 31, 2012
Deferred taxes
Deferred tax
assets
Deferred tax
liabilities
Deferred tax
assets
Deferred tax
liabilities
Accrued vacations 228,512 - 198,512 -
Impairment of accounts
receivable 235 - 235 -
Other events 120,562 - 65,341 -
Deferred indemnity 1,012,491 - 1,221,972 -
Accumulated tax loss 9,710,724 - 8,955,849 -
Amortization of intangibles - 1,223,968 - 1,514,033
Property, plant and
equipment - 3,215,395 - 4,353,276
Leased assets - 72,944 - 101,495
Total 11,072,524 4,512,307 10,441,909 5,968,804
Deferred taxes 6,560,217 - 4,473,105 -

In accordance with the restrictions included in sections 4.05 and 5.01 of the issuance contract for bond
144-A, the Company is not allowed to sell assets granted as guarantee as part of the bond issuance. As a
result, the difference between the tax and financial value of land corresponds to a permanent difference
and no deferred taxes have been recognized.

Pg 388 of 648
%&

At December 31, 2013 and 2012, the deferred tax resulting from tax losses amounts to ThCh$9,710,724
and ThCh$8,955,849, respectively. These losses can be used against future profits generated by the
related companies, as follows:

Deferred tax for tax loss

Country

Deferred tax for tax loss in
Credit (debit) to
profit or loss
12/31/2013
ThCh$
12/31/ 2012
ThCh$
12/31/2013
ThCh$
Inversiones Alsacia Chile 9,710,724 8,955,849 754,875
Total 9,710,724 8,955,849 754,875

For companies incorporated in Chile, tax losses to be used against future profits do not expire.

At December 31, 2013 and 2012, changes in deferred tax assets are as follows:

Changes

2013 2012
ThCh$ ThCh$
Initial balance 10,441,909 7,842,278
Provisions 30,000 (1,112,311)
Tax loss 754,875 2,486,460
Deferred indemnity (209,481) 1,221,972
Other events 55,221 3,510
Closing balance 11,072,524 10,441,909

Changes in deferred tax liabilities are as follows:

Changes

2013 2012
ThCh$ ThCh$
Initial balance 5,968,804 6,092,010
Depreciation of property, plant and equipment (1,137,881) (100,422)
Intangible assets (290,065) 24,907
Other assets (28,551) (47,691)
Closing balance 4,512,307 5,968,804

The tax rate to estimate income and deferred taxes in Chile is 20% in 2013 and 2012.

Pg 389 of 648
%'

The income tax expense is as follows:

Income tax (expense) benefit

December 31,
2013
ThCh$
2012
ThCh$
Current tax expense - -
Effect of deferred taxes 2,087,112 2,722,837
Total income tax (expense) benefit, net 2,087,112 2,722,837

The table below shows a detail of the reconciliation between the income tax expense using the effective
tax rate and the domestic tax rate:

Reconciliation between the income tax expense using the effective tax
rate and the domestic tax rate
December 31,
2013
ThCh$
2012
ThCh$
Income tax expense using the domestic tax rate (3,730,222) 2,932,726
Tax effect of non-deductible expenses 5,817,334 (209,889)
Other decreases in domestic tax expense - -
(Expense) benefit using the effective tax rate 2,087,112 2,722,837

Reconciliation between the domestic tax rate and the effective tax rate

December 31,
2013
%
2012
%
Domestic tax rate 20.00 20.00
Effect of non-deductible expenses (30.80) (1.43)
Other decreases in domestic tax expense - -
Total tax rate (10.80) (18.57)

Pg 390 of 648
%(

NOTE 16 EQUITY ACCOUNTED INVESTEES

At December 31, 2013 and 2012, equity accounted investees are as follows:

ID number

Subsidiary

December 31,
2013
ThCh$
December 31,
2012
ThCh$
76.195.710 - 4 Inversiones Eco Uno S.A. (1) - -
Total equity accounted investees - -

(1) At December 31, 2013 and 2012, Inversiones Eco Uno S.A. recorded negative equity and,
accordingly, the result of the investment is recorded within other current provisions (See Note 19
Other Provisions).

The assets, liabilities, equity and profit or loss of Inversiones Eco Uno S.A. are as follows:

2013 2012
ThCh$ ThCh$

Total assets 22,460 5,569,034

Share capital 16,512,432 16,512,431
Retained earnings (17,246,146) (8,847,117)
Loss for the period (8,078,573) (8,399,028)
Total liabilities and equity 22,460 5,569,034

Pg 39l of 648
%)

NOTE 17 OTHER FINANCIAL LIABILITIES

At December 31, 2013 and 2012, Inversiones Alsacia S.A. and subsidiaries record obligations related to
the issuance of the bond under the United States rule 144-A; and with Banco Internacional, which
accrue interest at rates of 8% and 6.87%, respectively.

Type of financial liabilities

Current Non-current Current Non-current
Interest accrued by bond 144-A 7,356,669 - 7,495,459 -
Interest accrued by bank loans 165,090 - 160,708 -
Bond 144 A (a) 32,158,596 159,046,278 24,573,952 174,931,263
Bank loans (b) - 6,441,918 - 6,312,357
Options to hedge against exchange rate risk (c) 8,500,719 5,507,710 12,429,585 9,560,921
Drafts payable (d) 83,567 623,052 - -
Total other financial liabilities 48,264,641 171,618,958 44,659,704 190,804,541

(a) Bond 144 A

On February 28, 2011, the Company acquired 100% of the shares of BRT Scrow Corporation SpA and, as
a result, it has become the debtor of a bond issued under the regulation 144-A of regulation S of the
Securities Act of 1933 and its related amendments, in the amount of US$464,000,000, for a period of 7.5
years, at an annual interest rate of 8% and with semi annual payments of interest and principal
amortization.

Under the regulation 144-A of regulation S of the Securities Act of 1933 and its subsequent amendments,
the issuance (including Inversiones Alsacia S.A. and the guarantors under the same regulation) has not
been recorded in the United States of America or any other jurisdiction, and such issuance cannot be
transferred without the recording of an exemption under the mentioned standard.

The guarantees related to the issue include:

(i) Pledge over 100% of the Companys shares;
(ii) Mortgages and pledges over the relevant assets; and
(iii) Personal guarantees granted by the related companies.

The funds obtained from the issuance were used, among others, to:

(i) Pre-pay all the Companys short and long-term debts;
(ii) Maintain amount in the Reserve Account, Revenue Account and Overhaul Account;
(iii) Perform a disbursement in relation to Panamerican Investments LTD and its agency in Chile to
carry out several actions that have resulted in acquiring control of Inversiones Eco Uno S.A.
which is in turn the controller of Express de Santiago Uno S.A.; and
(iv) Pre-pay the financial debt of Express de Santiago Uno S.A.

The funds obtained from operations have been used to renegotiate liabilities and fund investments related
to the Companys line of business.

Expenses directly related to the issuance and placement of bonds have been considered in the
determination of the effective interest rate.

Pg 392 of 648
%*

The bond is amortized based on a business financial model which was defined considering: (i)
expectations for the transport business in Santiago in the medium term, and (ii) the operative and
administrative synergies of Inversiones Alsacia S.A. with Express de Santiago Uno S.A. This model is as
follows:

(b) Bank loans

At December 31, 2013 and 2012, the Company does not record bank loans within the current portion of
financial liabilities. The non-current portion of financial liabilities includes the loan of UF276,362.77 held
with the Banco Internacional which accrues interest at an annual rate of 6.87% and is payable in a single
installment in 2018. The payment of this installment could be made earlier if the cash flows meet the
requirements established in the bond contract with regards to the treatment of cash surpluses.

(c) Derivatives not qualifying for hedge accounting

The Company has insurance that provides a protection range based on call options. This range starts the
coverage when the exchange rate for the US dollar reaches $575 per US$1 and ceases the coverage
when such rate reaches $750 per US$1. Therefore, the Company makes purchases at the market
exchange rate minus $175 when the exchange rate exceeds $750 and at the market rate when the
exchange rate is under $575. Within the range, the Company makes purchases at the market exchange
rate minus the difference between the market exchange rate and $575. This insurance was entered into in
February 2011 at the same time the bond was issued.

At December 31, 2013, the Company records a current liability related to the funding for an acquisition of
derivatives in the amount of ThCh$8,500,719. At December 31, 2012, the Company records a current
liability related to the funding for an acquisition of derivatives in the amount of ThCh$12,429,585. These
liabilities correspond to the value of the asset acquired by the Company at the time of the purchase of the
options recorded in the asset. These liabilities are amortized semi annually 5 days before the payments
the Company makes to amortize the principal of the bond along with the interest accrued up to the
moment of the payment. The funded premium accrues interest between the payment of one installment
and the other which is implicit in the contract. The Company can make pre-payments of the funded
premium which shall be considered interest until the moment of the payment. At December 31, 2013 and
2012, the total prepayment value of the liability, including interest or fines related to the prepayment,
amounts to ThCh$13,243,938 and ThCh$17,767,112, respectively.

Drafts payable

Drafts payable relate to drafts signed with VTF Latin America S.A. for the purchase-sale of spare parts
from Volvo Commercial Vehicles and Construction Equipment South Cone SpA, which accrue interest
at an annual rate of 7.5% and are payable in 9 equal installments starting from August 18, 2014 and up
to August 18, 2018.

02/18/2011 0.00% 08/18/2014 5.54%
08/18/2011 0.00% 02/18/2015 7.78%
02/18/2012 3.45% 08/18/2015 6.03%
08/18/2012 3.00% 02/18/2016 8.51%
02/18/2013 6.31% 08/18/2016 6.38%
08/18/2013 4.72% 02/18/2017 10.19%
02/18/2014 7.67% 08/18/2017 8.36%
08/18/2014 5.54% 02/18/2018 11.94%
02/18/2015 7.78% 08/18/2018 10.11%
Pg 393 of 648
&
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Pg 397 of 648
&%

NOTE 18 TRADE AND OTHER PAYABLES


Trade and other payables

2013 2012
ThCh$ ThCh$
Current

Suppliers (a) 9,078,239 5,829,226
Other payables (b) 1,682,048 1,321,847
Personnel withholdings 753,474 757,830
Accrued vacations 1,142,564 992,558
Other - 222,222
Total trade and other payables, current 12,656,325 9,123,683

(a) In the case of common suppliers, the Companys policy is to pay the related invoices within 60 days
from reception; for strategic suppliers, the payment is made within 30 to 45 days.

(b) Other payables include obligations related to notes payable, insurance and other accounts payable.

NOTE 19 OTHER PROVISIONS

At December 31, 2013 and 2012, other provisions are as follows:

Other provisions, current
2013 2012
ThCh$ ThCh$
Provision for legal claims (1) 544,099 268,001
Provision for negative equity of investee 1,903,613 159,368
Total other provisions, current 2,447,712 427,367

(1) This balance corresponds to the provision accrued for claims filed against the Company by former
employees, regulatory agencies and others. The provision is recognized in the consolidated
statement of income within administrative expenses. The current balance at December 31, 2013
and 2012, is expected to be used within the following 12 months.

Pg 398 of 648
&&

Changes in provisions between January 1, 2012 and December 31, 2013 are as follows:

Changes in provisions Legal claims
Balance at January 1, 2012 155,614
Increases in provisions 112,388
Provision for negative equity of investee (Eco Uno S.A.) 159,365
Balance at December 31, 2012 427,367
New legal claims 276,097
Provision for negative equity of investee (Eco Uno S.A.) 1,744,248
Balance at December 31, 2013 2,447,712

NOTE 20 OTHER NON-FINANCIAL LIABILITIES

Resolution No.258 issued by the Ministerio de Transportes y Telecomunicaciones approved the indemnity
agreement signed between the Ministerio de Transportes y Telecomunicaciones and Inversiones Alsacia
S.A. which establishes the amount of ThCh$9,090,243 as final indemnity for the early termination of the
Concession Agreement for the Use of the Roads of the City of Santiago. For purposes of these consolidated
financial statements, this payment is recognized as deferred income to be amortized on a straight-line basis
against operating profit up to the termination of the Concession Agreement in force in October 2018, as
required in Letter No.6484 issued on March 7, 2014 by the Chilean Superintendence of Securities and
Insurance.

Concept Currency
December 31,
2013 2012
ThCh$ ThCh$

Deferred income, current CL$ 1,047,404 1,047,404

Total other non-financial liabilities, current

1,047,404 1,047,404

Deferred income, non-current CL$ 4,015,050 5,062,455

Total other non-financial liabilities, non-current 4,015,050 5,062,455

Pg 399 of 648
&'

NOTE 21 SHARE CAPITAL

The Companys subscribed and paid capital amounts to ten million five hundred sixty-six thousand
seventy-four (ThCh$10,566,074) which is divided into thirty-six thousand five hundred thirty-five shares
(36,535).

21.1 Share capital

At December 31, 2013 and 2012, the Companys share capital is as follows:

Series

Subscribed
capital
ThCh$
Paid
capital
ThCh$
Subscribed
capital
ThCh$
Paid
capital
ThCh$

Single 10,566,074 10,566,074 10,566,074 10,566,074

Total capital 10,566,074 10,566,074 10,566,074 10,566,074

Common shares
Number of
shares
Common
shares
Own
shares Total

January 1, 2013 36,535 36,535 36,535 36,535

December 31, 2013 36,535 36,535 36,535 36,535


In conformity with Article No.79 of the Corporate Act and unless otherwise unanimously agreed by
shareholders, the public companies are obligated to pay to their shareholders a mandatory minimum cash
dividend equivalent to 30% of the profit for the period in proportion to the shares they own or as
established by the by-laws in case there are preferred shares, except when accumulated losses from prior
periods have to be absorbed.

The Company recorded accumulated losses and a loss for the period; therefore, no dividends were paid.

21.3 Shareholders

The Companys shareholders are as follows:

Name
Percentages
December 31,
2013
December 31,
2012
Carlos Ros Velilla 0.003% 0.003%
Global Public Services S.A. 99.997% 99.997%
Total 100.000% 100%

Pg 400 of 648
&(

21.4 Capital management

Capital management relates to the administration of the Companys equity. Inversiones Alsacia S.A. and
subsidiaries capital management has the purpose of maintaining a balance between the cash flows
required to carry out its operations (complying with the Concession Agreement) and performing
investments in assets that allow maintaining an operation compliance level covering an adequate leverage
level thus optimizing the return for shareholders and maintaining a conservative financial position.

The Company manages liquidity by following conservative policies and complying with the conditions
established in the bond issuance contract. Under these policies, investment are made only in banks or
institutions with a rating of AA or higher and with maturities under 180 days. In conformity with the terms of
the bond issuance contract, the Company is obligated to maintain a reserve including the funds required
to cover 1 month of operating expenses and 6 months of investments in major overhaul. These conditions
were modified as explained in Note 33.4. In addition, these agreements require that the Company, beyond
its own policies, maintain a responsible financial position, comply with a series of financial ratios and the
Company is also subject to restrictions to perform investments in property, plant and equipment dividends
and pay dividends.

NOTE 22 OTHER RESERVES

At December 31, 2013 and 2012, other reserves are as follows:

Other reserves
December 31,
2013
ThCh$
December 31,
2012
ThCh$
Initial balance (1) (1,787,002) (1,967,828)
Land revaluation (2) - 180,826
Total (1,787,002) (1,787,002)

(1) This balance relates to effect of the conversion from Accounting Principles Generally Accepted in
Chile to International Financial Reporting Standards, which resulted in a Reserve in Equity.

(2) During 2012, Inversiones Alsacia S.A. and subsidiary measured land at fair value using an appraisal
made by external, independent experts.

Pg 40l of 648
&)

NOTE 23 NON-CONTROLLING INTEREST

Non-controlling interest relates to the recognition of the equity and profit or loss of the subsidiary owned
by minority investors.

Subsidiary
Percentage of non-
controlling interest
Minority interest in
equity
Equity in profit or loss of
investee
2013
%
2012
%
2013
ThCh$
2012
ThCh$
2013
ThCh$
2012
ThCh$

IASA de Colombia Ltda. - 0.01 - - - -

Total non-controlling interest - 0.01 - - - -

IASA de Colombia Ltda., is a company incorporated under the standards of the Republic of Colombia
which was undergoing a liquidation process that started in February 2011 and ended on July 31, 2013.

NOTE 24 REVENUE

At December 31, 2013 and 2012, revenue is detailed as follows:

Revenue
2013 2012
ThCh$ ThCh$
Collection - Troncal N1 79,770,115 77,135,019
Indemnity for early termination of Concession Agreement 1,047,404 698,269
Static and dynamic advertising in buses 634,497 433,246
Total revenue 81,452,016 78,266,534

Revenue corresponds mainly to the payment of services associated with the Concession Agreement and
the lease of static and dynamic advertising in buses. The revenue related to the indemnity received as a
result of the early termination of the Concession Agreement are recognized as the deferred revenue is
amortized on a straight-line basis as discussed in Note 20, Other non-financial liabilities.

Pg 402 of 648
&*

NOTE 25 COST OF SALES

At December 31, 2013 and 2012, the cost of sales is as follows:

Cost of sales

2013 2012
ThCh$ ThCh$
Salaries and benefits (24,775,009) (23,373,789)
Operating costs (30,814,639) (27,712,045)
General expenses (5,150,758) (6,679,900)
Amortization and depreciation (9,670,179) (9,693,688)
Total cost of sales (70,410,585) (67,459,422)

NOTE 26 ADMINISTRATIVE EXPENSES

At December 31, 2013 and 2012, administrative expenses are as follows:


2013 2012
ThCh$ ThCh$
Amortization and depreciation (575,844) (452,189)
Total administrative expenses (11,341,516) (8,675,283)

NOTE 27 OTHER INCOME / OTHER EXPENSES PER FUNCTION

At December 31, 2013 and 2012, other income by type is as follows:

Other income by type

2013 2012
ThCh$ ThCh$
Income from paramedic contribution Mutual C.CH.C. 34,300 24,672
Sale of scrap 7,996 16,669
Gain from sale of property, plant and equipment - 59,578
Indemnity for bus sinister 112,704 61,206
Leases 88,113 -
Recovery of expenses 133,834 -
Total other income by type 376,947 162,125

Pg 403 of 648
'+

At December 31, 2013 and 2012, other expenses by type are as follows:

Other expenses by type

2013 2012
ThCh$ ThCh$
Disposal of assets (overhaul) (241,596) (231,234)
Non-deductible expenses (24,082) (57,421)
Additional tax (851,638) (914,407)
Other expenses by type (18,374) (6,739)
Non-operating fines (5,089) (674)
Total other expenses by type (1,140,779) (1,210,475)

NOTE 28 FINANCE INCOME

At December 31, 2013 and 2012, finance income is as follows:

Finance income

2013 2012
ThCh$ ThCh$
Interest and adjustments on mutual funds and time deposits 586,899 898,138
Interest on loan with related party (1 and 2) 9,618,915 7,819,227
Total finance income 10,205,814 8,717,365

(1) The loan granted to Express de Santiago Uno S.A. amounts to US$198,709,385 and accrues
interest at an annual rate of 8.5% which is payable semi annually. The amortization of principal is
as follows:

02-18-2011 0.00% 02-18-2015 7.78%
08-18-2011 0.00% 08-18-2015 6.03%
02-18-2012 3.45% 02-18-2016 8.51%
08-18-2012 3.00% 08-18-2016 6.38%
02-18-2013 6.31% 02-18-2017 10.19%
08-18-2013 4.72% 08-18-2017 8.36%
02-18-2014 7.67% 02-18-2018 11.94%
08-18-2014 5.54% 08-18-2018 10.11%

(2) The loan granted to Panamerican Investment amounts to US$72,118,294.94, accrues interest at an
annual rate of 8.05% and is payable on a single installment on August 20, 2018.
Pg 404 of 648
'!

NOTE 29 FINANCE COSTS

At December 31, 2013 and 2012, finance costs are as follows:

Finance costs

From January 1 to December
31,
2013 2012
ThCh$ ThCh$
Bank commissions and expenses (271,617) (90,139)
Finance interest (1) (18,810,772) (16,595,364)
Adjustment of options and forward to market value (402,811) (9,887,492)
Interest from banks and other financial institutions (160,981) (46,802)
Total finance costs (19,646,181) (26,619,797)

(1) At December 31, 2013 and 2012, this balance includes interest paid and accrued in relation to the
bond issued by the Company.

NOTE 30 EARNINGS (LOSSES) PER SHARE

At December 31,
Disclosures about earnings (losses) per share

2013 2012
Earning (loss) attributable to equity holders of the parent ThCh$ (16,564,002) (11,940,792)
Earning (loss) available to common shareholders, basic ThCh$ (16,564,002) (11,940,792)
Weighted average number of shares, basic

36,535 36,535
Earnings (losses) per share

(453.37) (326.83)

Pg 405 of 648
'#

NOTE 31 FOREIGN CURRENCY TRANSLATION DIFFERENCES

31.1 Foreign currency translation difference recognized in profit or loss

At December 31, 2013 and 2012, gains (losses) resulting from the translation of assets and liabilities in
foreign currencies other than the functional currency were recognized in profit or loss as follows:

Gains (losses) from translation of assets and liabilities in foreign
currency

2013 2012
ThCh$ ThCh$
Assets in foreign currency 5,938,203 (5,469,635)
Liabilities in foreign currency (12,387,362) 10,031,076
Total foreign currency translation difference (6,449,159) 4,561,441

31.2 Assets and liabilities in foreign currency

At December 31, 2013 and 2012, assets and liabilities in foreign currency are as follows:

Classes of current assets

Currency

2013 2012
ThCh$ ThCh$
Cash and cash equivalents
Non-adjustable
pesos
4,681,741 11,401,274
3,148,824 -
Subtotal 7,830,565 11,401,274
Other financial assets
Non-adjustable
pesos - 2,530,999
United States
dollars 5,123,085 20,716,992
Subtotal 5,123,085 23,247,991
Non-adjustable
pesos 836,126 856,756
Subtotal 836,126 856,756
Non-adjustable
pesos 7,280,972 4,532,136
Subtotal 7,280,972 4,532,136
Accounts receivable due from related parties
Non-adjustable
pesos 38,032,173 17,878,537
United States
dollars - -
Subtotal 38,032,173 17,878,537
Inventories
Non-adjustable
pesos 1,273,293 2,000,163
Subtotal 1,273,293 2,000,163
Current tax assets
Non-adjustable
pesos 735,535 583,985
Subtotal 735,535 583,985

Pg 406 of 648
'$

Classes of non-current assets

Currency

2013 2012
ThCh$ ThCh$
Subtotal 11,564,671 16,243,016
Non-adjustable pesos 111,993 109,349
Subtotal 111,993 109,349
Subtotal 87,657,433 117,813,192
Equity accounted investees
Non-adjustable pesos - -
Subtotal - -
Intangible assets other than goodwill
Non-adjustable pesos 7,345,218 8,509,756
Subtotal 7,345,218 8,509,756
Property, plant and equipment
Subtotal 35,549,979 42,373,429
Deferred tax assets
Subtotal 6,560,217 4,473,105

Classes of financial liabilities

Currency

2013 2012
ThCh$ ThCh$
Other financial liabilities
Subtotal 48,264,641 44,659,704
Other non-financial liabilities
1,047,404 1,047,404
United States dollars 599,902 602,929
Subtotal 12,656,008 9,123,683
Accounts payable due to related parties
Subtotal 468,528 424,562
Other provisions
Non-adjustable pesos 2,447,712 427,367
Subtotal 2,447,712 427,367
Current tax liabilities
Subtotal 57,580 58,878

Pg 407 of 648
'%

Classes of non-current liabilities

Currency

2013 2012
ThCh$ ThCh$
Subtotal 171,618,958 190,804,541
4,015,050 5,062,455
United States dollars - -
Non-adjustable pesos - 12,525,031
Subtotal - 12,525,031

NOTE 32 GAIN (LOSS) FROM ASSETS AND LIABILITIES IN UNIDAD DE FOMENTO

At December 31, 2013 and 2012, the gain (loss) from assets and liabilities in unidad de fomento is as
follows:

Gain (loss) from assets and liabilities in Unidad de Fomento

2013 2012
ThCh$ ThCh$
Gain (loss) from the adjustment of assets and liabilities in unidad de fomento (113,445) (70,207)
Total gain (loss) from assets and liabilities in unidad de fomento (113,445) (70,207)

NOTE 33 CONTINGENCIES

33.1 Pledged shares

The Companys shares were pledged by its shareholders in favor of Banco Santander Chile as the
custodian of the guarantees securing the issued bonds.

33.2 Direct guarantees

The Company has mortgaged its main assets in favor of Banco Santander Chile as the custodian of the
guarantees securing the issued bonds.

33.3 Guarantees from third parties

At the reporting date, the Company has not received any significant guarantees from third parties.

Pg 408 of 648
'&

33.4 Restrictions

As a bond issuer, the Company is obligated to comply with certain obligations and restrictions that secure
the issued bonds.

Such obligations and restrictions are as follows:

1. The Company needs to maintain its legal existence, rights, privileges, licenses and franchises
significant to carry out its activities.

2. The Company needs to comply with all the applicable laws, regulations and standards issued by any
Government authority, the timely payment of all taxes, and maintaining its assets in good operating
conditions and insured.

3. The Company needs to maintain up to date all Government licenses, authorizations or permits
required to carry out its activities.

4. The Company must provide quarterly and annual financial statements and an activity analysis to the
bond holders.

5. The Company must provide periodical additional information regarding the financial evolution of its
activities and the changes in reserve accounts in guarantee.

6. The Company is restricted to invest in property, plant and equipment; to enter into debts; to sell
property, plant and equipment; to pay dividends; and to perform transactions with related parties.

7. The Company, along with its related party Express de Santiago Uno S.A., need to maintain a
minimum debt service coverage ratio (DSCR) of 1.10x starting from April 2012. Should this ratio not
be complied with, bond holders can request the beginning of an Early Amortization Period as defined
in the Indenture (bond issuance contract).

At December 31, 2012, the restriction in No.7 above has been complied with by the Company and
Express de Santiago Uno S.A.

Subsequently, in the Essential Event sent to the Chilean Superintendence of Securities and Insurance on
August 5, 2013, the Company reported that at July 31, 2013 it did not comply with the minimum
requirement for the DSCR and the minimum balance to be maintained in the reserve O&M Account.

On October 18, 2013, the Company obtained from the bond holders a waiver in relation to the mentioned
non-compliance and an approval for modifying some financial restrictions, including:

(a) DSCR: No minimum for the measurement period ending on October 31, 2013; minimum of 0.60x for
the measurement periods ending on January 31 and April 30 2014; minimum of 1.20x for the
measurement periods ending between July 31, 2014 and April 30, 2017; and minimum of 1.60x for
the measurement periods ending on July 31, 2017 and after.

The formula used to estimate the DSCR was also modified by including in the numerator the
balances recorded in the Revenue and Debt Service Reserve Account at the end of each
measurement period.

Pg 409 of 648
''

(b) Minimum balance to be maintained in the Reserve O&M Account: the minimum required balance
was changed from 1 month to 1 week of operating expenses for the period ended on October 31,
2014; and 2 weeks from the period ending on November 1, 2014 and after.

(c) Minimum balance to be maintained in the Reserve Overhaul Account: the minimum required
balance was changed from 6 months to 1 month of expenses for the period ending on April 30,
2017; and 6 months from the period ending on May 1, 2017 and after.

At December 31, 2013, Inversiones Alsacia S.A. has complied with all the restrictions and covenants
required by its financial obligations; it has also complied, along with Express de Santiago Uno S.A., with
the DSCR at January 31, 2014.

33.5 Lawsuits

At December 31, 2013 and 2012, the Companys lawsuits are as follows:

1. On August 13, 2009, the Company was notified of a high-value lawsuit for compensation of damages
in the amount of $180,000,000 which was filed at the 25
th
Civil Court of Santiago under No.C-999-
2009 by Mitzi Paola Barra Vargas due to an accident that occurred on January 26, 2009. On
December 30, 2013, the final ruling requiring the Company to pay $50,000,000 as compensation for
moral damage was confirmed. Management is processing the coverage amount of the related
insurance.

2. On January 12, 2010, the Company was notified of a lawsuit for compensation of damages in the
amount of $300,000,000 in relation to moral damage which was filed at the 11
th
Civil Court of
Santiago under No.C-39.429-2009 by Jos Orlando Collipal Quepil and others due to an accident
that occurred on November 12, 2008. There is a precautionary measure ruled for in the amount of
$100,000,000. The final ruling required the Company to pay $15,000,000 as compensation for moral
damage. This ruling was appealed by the defendant on April 13, 2012, the resolution is pending.
Management is processing the coverage amount of the related insurance.

3. On July 14, 2010, the Company was notified of a high-amount lawsuit for compensation of damages
th
Civil Court of Santiago under No.C-5.726-
2010 by Hugo Arnaldo Escobar Mellado due to a run over occurred on December 13, 2005. On
December 12, 2013, the final ruling rejected the civil lawsuit against the Company and the appeal by
the plaintiff is pending. Notwithstanding the above, this procedure is covered by insurance.

Pg 4l0 of 648
'(

5. On August 4, 2011, the Company was notified of a lawsuit for compensation of damages in the
amount of $120,070,000 filed at the 17
th
Civil Court of Santiago under No.C-14,525-2011 by Julia
Amelia del Carmen Zenteno Rojas due to a run over occurred on August 11, 2007. The final ruling
presented on October 24, 2013 sentenced the Company to pay $5,000,000 as compensation for non-
pecuniary damage, notification is pending. Notwithstanding the above, this procedure is covered by
insurance.

6. On April 3, 2011, the Company was notified of a lawsuit for compensation of damages in the amount
of $160,000,000 which was filed at the 8
th
Civil Court of Santiago under No.C-17.654-2011 by Rosa
Virginia Lemus Salinas due to a run over occurred on October 23, 2008. On October 22, 2013, the
case entered the evidencing period, notification is pending. Notwithstanding the above, this
procedure is covered by insurance.

7. On October 29, 2011, the Company was notified of a high amount lawsuit for compensation of
damages in the amount of $50,000,000 filed at the 10
th
2010 by Carlina Alicia Cartagena Mndez due to a run over occurred on May 5, 2009. The final ruling
presented on May 13, 2013 sentenced the Company to pay $20,000,000 as compensation for non-
pecuniary damage. This ruling was appealed by the Company on June 3, 2013, the resolution is
pending. This procedure is not covered by insurance.

8. On May 7, 2012, the Company was notified of a high amount lawsuit for compensation of damages in
the amount of $135,531,414 filed at the 7
th
Civil Court of Santiago under No.C-3.905-2012 by Edith
Riquelme Lagos due to a run over occurred on July 8, 2011. The final ruling presented on April 15,
2013 sentenced the Company to pay $21,131,414. This ruling was appealed by the Company on
May 27 2013, the resolution is pending. Notwithstanding the above, this procedure is covered by
insurance.

9. On September 7, 2012, the Company was notified of a high amount lawsuit for compensation of
st
2012 by Enrique Gabriel Serrano Contreras due to a run over occurred on September 22, 2011.
Completion of the evidencing period is pending. Notwithstanding the above, this procedure is covered
by insurance.

10. On December 21, 2012, the Company was notified of a lawsuit for compensation of damages in the
th
Civil Court of Santiago under No.C-15.175-2012 by Rodolfo
Alejandro Barrera Padilla due to a run over occurred on September 20, 2010. Completion of the
evidencing period is pending. Notwithstanding the above, this procedure is covered by insurance.

11. On December 12, 2013, the Company was notified of a high amount lawsuit for compensation of
th
2013 by Carmen Andrade Carrasco due to an accident occurred on March 23, 2012. The procedure
is expected to begin its evidencing stage. Management is processing the coverage of the related
insurance.

12. Inversiones Alsacia S.A. is part in other minor legal procedures (as plaintiff and defendant).
Management along with the Companys legal advisors estimate that these lawsuits will not have a
significant effect on the financial statements considering that most of them are covered by insurance
and, as a result, the Company will only have to pay the related insurance deductible.
Pg 4ll of 648
')

NOTE 34 SANCTIONS (NON-AUDITED)

At December 31, 2013 and 2012, the Company presents the following discounts related to the regularity
and frequency indicators established in the Concession Agreement:

Total discounts for ICR (Regularity compliance index): ThCh$1,535,334.
Total discounts for ICF (Frequency compliance index): ThCh$2,104,686.
Total discounts for ICPKH (new ICT: service fulfillment ratio): ThCh$2,605,474.

Starting from May 1, 2012, the ICT (service fulfillment ratio) which is a compliance index established in the
Concession Agreement replaced the ICPKH (Kilometer-Hour Program Compliance Index) which was in
force up to April 30, 2012.

In addition, administrative charges for amounts under Unidad de Fomento 1,200 were filed and were
subsequently subject to defense and administrative appeal currently in progress.

NOTE 35 GOING-CONCERN

As shown in the consolidated financial statements of Inversiones Alsacia S.A. at December 31, 2013, the
Company records negative equity of ThCh$30,674,938, negative working capital of ThCh$3,830,441 and
loss for the period of ThCh$16,564,002.

Notwithstanding the above, Management estimates that the costs related to fleet maintenance will reduce
gradually during the following periods as a result of comprehensive campaigns of major overhauls
performed between 2011 and 2013 for the main components of buses thus reducing the corrective
maintenance expenses.

Management permanently monitors the passenger demand indexes and, as a result, during the first
quarter of 2014 the Company requested the Ministerio de Transportes y Telecomunicaciones to review
the price per transported passenger on the grounds of the actual decrease in the passenger/kilometer
index during the last 12 months compared to the base passenger/kilometer index agreed in the
Concession Agreement. An increase of 7% in the price per transported passenger is estimated.

Finally, there are strict financial and management control policies which are regularly analyzed due to the
fact that the Company is subject to restrictions and the compliance of certain financial indicators as a
result of the obligation related to the 144-A bond issued in 2011.

Pg 4l2 of 648
'*

NOTE 36 ENVIRONMENT (NON-AUDITED)

As part of their business strategy, Inversiones Alsacia S.A. and subsidiaries have defined the care and
respect for the environment as a priority. As a result, they have taken several actions to make operations
more efficient thus reducing environmental impacts.

Disbursements made during 2013 were as follows:

Company Inversiones Alsacia S.A.
Recognition Cost to sell
Amount disbursed in 2013 ThCh$183,464
Reason for the disbursement Retirement of oil and water used to wash buses



NOTE 37 SUBSEQUENT EVENTS

On January 30, 2014 the Contralora General de la Repblica became informed of Resolution No.195
issued by the Ministerio de Transportes y Telecomunicaciones approving the Addendum to the Ad
Referendum Contract for the Use of Roads for Providing Paid Passenger Transport Services Through
Buses dated August 30, 2013; this amendment incorporates adjustment factors to the ICF discounts. In
relation to the ICR-I, the amendment includes a paragraph related to the clearance: for each minute
raised to 1.5 associated to the SInct index, a discount of up to UF0.005 can be applied. The result of the
ICR-I will correspond to the number of intervals observed without incidents divided by the total number of
intervals observed during the month of the measurement T. As a result, the clearance was extended thus
reducing by 25% de basis used to estimate the discount and the discount is reduced to 50% of the original
amount.

At January 1, 2014, the Company along with Express de Santiago Uno S.A. have complied with the
DSCR index established in Note 33.4 (a).

Between January 1, 2014 and the date of issuance of these consolidated financial statements, there have
been no financial or other events which could significantly affect their interpretation.

Pg 4l3 of 648
(+

NOTE 38 RESTATEMENT OF THE FINANCIAL STATEMENTS AT DECEMBER 31, 2012

At the request of the Chilean Superintendence of Securities and Insurance, the Company has restated its
consolidated financial statements at December 31, 2012 with the purpose of correcting a misstatement in:

a) The recording of the payment of bonuses to employees as lunch compensation for the last fifteen
months prior to the validity period of the collective agreement signed on September 4, 2012. As a
result, in the restated financial statements trade and other receivables (current) decreased by
ThCh$656,113 affecting the profit for the period by ThCh$656,113.

b) The portion of the deferred income recognized in the profit or loss for 2012 in relation to the
indemnity agreed with the Ministerio de Transportes y Telecomunicaciones for the early termination
of the Concession Agreement related to the paid public transport services. This resulted in an
increase in other current non-financial liabilities by ThCh$1,047,404 and other non-current non-
financial liabilities by ThCh$5,062,455; an increase in deferred taxes by ThCh$1,221,972. This has
affected the profit for the year by ThCh$4,887,887 as a result of lower income recognized of
ThCh$6,109,859 and higher taxes of ThCh$1,221,972.

c) In addition, higher operating profit of ThCh$15,875 was recognized for the effect of the change in
the PPTP (price per transported passenger) as a result of the Addemdum to the Concession
Agreement dated August 27, 2013.

d) In addition, equity method investees were adjusted as a result of the reissuance of the consolidated
financial statements in the associate Inversiones Eco Uno S.A.; this adjustment was a higher loss of
ThCh$1,265,675.

The financial statements have been restated as follows:

Statement of Financial Position

Previously
presented
Adjustments

Restated
12.31.2012
12.31.2012
ThCh$ ThCh$ ThCh$

Assets

Current assets

61,141,107

(640,265)

60,500,842
Non-current assets

189,278,131

243,716

189,521,847
Total assets 250,419,238

(396,549)

250,022,689


Current liabilities

54,534,829

1,206,769

55,741,598

203,329,572

5,062,455

208,392,027
Total liabilities 257,864,401

6,269,224

264,133,625

Equity
Equity

(7,445,163)

(6,665,773)

(14,110,936)
Total equity and liabilities 250,419,238

(396,549)

250,022,689

Pg 4l4 of 648
(!

Statement of Comprehensive Income per
Function

Previously
presented
Adjustments

Restated
12.31.2012
12.31.2012
ThCh$ ThCh$ ThCh$

Profit (loss)

Revenue

77,552,417

714,117

78,266,534
Cost to sell

(67,459,422)

-

(67,459,422)
Gross profit 10,092,995

10,807,112

6,970,252

(6,808,127)

162,125

(8,019,170)

(656,113)

(8,675,283)

(1,210,475)

-

(1,210,475)
Finance income

8,717,365

-

8,717,365
Finance costs

(26,619,797)

-

(26,619,797)

(1,140,443)

(1,265,675)

(2,406,118)

4,561,441

-

4,561,441

Profit (loss) before taxes (6,647,832)

(14,663,630)
Income tax expense

1,372,812

1,350,025

2,722,837

Profit (loss) for the period (5,275,020)

(11,940,793)

Diluted earning (loss) per share (144.38)

(326.83)

All these changes resulted in modifications in the following notes to the financial statements:

NOTE 2 Significant accounting policies
NOTE 9 Trade and other receivables
NOTE 15 Current and deferred income taxes
NOTE 16 Equity accounted investees
NOTE 20 Other non-financial assets
NOTE 24 Revenue
NOTE 30 Earning (loss) per share
NOTE 37 Subsequent events
NOTE 38 Restatements of Financial Statements at December 31, 2012.

The adjustments made did not affect the statement of cash flows.

Pg 4l5 of 648


Intermediate Consolidated Financial Statements

March 31, 2014

Pg 4l6 of 648


CONTENTS

Intermediate Consolidated Classified Statements of Financial Position
Intermediate Consolidated Statements of Comprehensive Income per Function
Intermediate Consolidated Statements of Changes in Equity
Intermediate Consolidated Statements of Cash Flows
Notes to the Intermediate Consolidated Financial Statements

CL$ - Chilean Pesos
Pg 4l7 of 648

CONTENTS

Page

NOTES TO THE CONSOLIDATES FINANCIAL STATEMENTS ------------------------------------------------------------------ 1
2,1 Basis of preparation ----------------------------------------------------------------------------------------------------------------------------------- 6
2,2 New standards and interpretations issued by the IASB ----------------------------------------------------------------------------- 7
2,3 Basis of consolidation ------------------------------------------------------------------------------------------------------------------------------ 11
2,4 Transactions in foreign currency -------------------------------------------------------------------------------------------------------------- 12
2,5 Property, plant and equipment ----------------------------------------------------------------------------------------------------------------- 13
2,6 Intangible assets other than goodwill ------------------------------------------------------------------------------------------------------- 14
2,7 Impairment loss on non-financial assets -------------------------------------------------------------------------------------------------- 15
2,8 Financial assets --------------------------------------------------------------------------------------------------------------------------------------- 15
2,8,1 Classification of financial assets -------------------------------------------------------------------------------------------------------------- 16
2,8,2 Recognition and measurement of financial assets ----------------------------------------------------------------------------------- 16
2,9 Derivatives and hedging activities ------------------------------------------------------------------------------------------------------------ 17
2,10 Inventories ----------------------------------------------------------------------------------------------------------------------------------------------- 17
2,11 Trade and other receivables -------------------------------------------------------------------------------------------------------------------- 17
2,12 Cash and cash equivalents ---------------------------------------------------------------------------------------------------------------------- 18
2,13 Share capital -------------------------------------------------------------------------------------------------------------------------------------------- 18
2,14 Trade and other payables ------------------------------------------------------------------------------------------------------------------------ 18
2,15 Other financial liabilities --------------------------------------------------------------------------------------------------------------------------- 18
2,16 Income taxes and deferred taxes ------------------------------------------------------------------------------------------------------------- 18
2,17 Provisions ------------------------------------------------------------------------------------------------------------------------------------------------ 19
2,18 Revenue recognition -------------------------------------------------------------------------------------------------------------------------------- 19
2,19 Leases ----------------------------------------------------------------------------------------------------------------------------------------------------- 20
2,20 Overhaul -------------------------------------------------------------------------------------------------------------------------------------------------- 20
2,21 Dividend policy ----------------------------------------------------------------------------------------------------------------------------------------- 20
2,22 Non-current assets (or disposal groups) held for sale ------------------------------------------------------------------------------ 20
2,23 Other non-financial liabilities -------------------------------------------------------------------------------------------------------------------- 20
2,24 Environment --------------------------------------------------------------------------------------------------------------------------------------------- 21
3,1 Concentration and management of credit risk ------------------------------------------------------------------------------------------ 21
3,2 Exchange risk management --------------------------------------------------------------------------------------------------------------------- 21
3,3 Interest rate risk management ----------------------------------------------------------------------------------------------------------------- 22
3,4 Liquidity risk --------------------------------------------------------------------------------------------------------------------------------------------- 22
6,1 Financial instruments by category ------------------------------------------------------------------------------------------------------------ 27
Pg 4l8 of 648
INVERSIONES ALSACIA S.A. Y FILIALES

CONTENIDO

6,2 Credit quality of financial assets --------------------------------------------------------------------------------------------------------------- 28
6,3 Fair value estimates --------------------------------------------------------------------------------------------------------------------------------- 29
NOTE 7 OTHER FINANCIAL ASSETS ----------------------------------------------------------------------------------------------- 30
NOTE 8 OTHER NON-FINANCIAL ASSETS --------------------------------------------------------------------------------------- 30
NOTE 10 BALANCES AND TRANSACTIONS WITH RELATED PARTIES ----------------------------------------------- 33
10,1 Accounts receivable due from related parties ------------------------------------------------------------------------------------------ 33
10,2 Accounts payable to related parties --------------------------------------------------------------------------------------------------------- 35
10,3 Transactions with related parties ------------------------------------------------------------------------------------------------------------- 35
10,4 Payments to the Board of Directors and key management personnel ----------------------------------------------------- 37
NOTE 16 EQUITY ACCOUNTED INVESTEES ------------------------------------------------------------------------------------ 48
NOTE 19 OTHER PROVISIONS ------------------------------------------------------------------------------------------------------- 55
NOTE 20 OTHER NON-FINANCIAL LIABILITIES -------------------------------------------------------------------------------- 56
21,1 Share capital -------------------------------------------------------------------------------------------------------------------------------------------- 57
21,2 Dividend policy ----------------------------------------------------------------------------------------------------------------------------------------- 57
21,3 Shareholders -------------------------------------------------------------------------------------------------------------------------------------------- 57
NOTE 24 REVENUE ----------------------------------------------------------------------------------------------------------------------- 59
NOTE 25 COST OF SALES ------------------------------------------------------------------------------------------------------------- 60
NOTE 26 ADMINISTRATIVE EXPENSES ------------------------------------------------------------------------------------------- 60
NOTE 27 OTHER INCOME / OTHER EXPENSES PER FUNCTION --------------------------------------------------------- 60
NOTE 29 FINANCE COSTS ------------------------------------------------------------------------------------------------------------- 62
NOTE 30 EARNINGS (LOSSES) PER SHARE ------------------------------------------------------------------------------------- 62
NOTE 31 FOREIGN CURRENCY TRANSLATION DIFFERENCES --------------------------------------------------------- 63
31,1 Foreign currency translation difference recognized in profit or loss --------------------------------------------------------- 63
31,2 Assets and liabilities in foreign currency -------------------------------------------------------------------------------------------------- 63
33,1 Pledged shares ---------------------------------------------------------------------------------------------------------------------------------------- 65
33,2 Direct guarantees ------------------------------------------------------------------------------------------------------------------------------------- 65
33,3 Guarantees from third parties ------------------------------------------------------------------------------------------------------------------ 65
33,4 Restrictions ---------------------------------------------------------------------------------------------------------------------------------------------- 66
Pg 4l9 of 648
INVERSIONES ALSACIA S.A. Y FILIALES

CONTENIDO

33,5 Lawsuits --------------------------------------------------------------------------------------------------------------------------------------------------- 67
NOTE 34 SANCTIONS -------------------------------------------------------------------------------------------------------------------- 69
NOTE 35 ENVIRONMENT --------------------------------------------------------------------------------------------------------------- 69

Pg 420 of 648

CLASSIFIED INTERMEDIATE CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

The accompanying notes are an integral part of these intermediate consolidated financial statements,

Classified Intermediate Consolidated Statement of financial
position

March 31, December 31,
2014 2013
Note ThCh$ ThCh$

Assets

Current assets

Cash and cash equivalents 5

7,830,565 2,353,830
Other financial assets 7 -

5,123,085

836,126
Trade and other receivables 9 9,057,992

7,280,972

38,032,173
Inventories 11 1,350,586

1,273,293
Current tax assets 12 465,114

735,535


Non-current assets


11,564,671

111,993

87,657,433
Equity accounted investees 16 -

-
Intangible assets other than goodwill 13 7,020,245

7,345,218
Property, plant and equipment 14 33,517,336

35,549,979
Deferred tax assets 15 8,131,360

6,560,217


Total assets 189,939,764 209,901,260
Pg 42l of 648



2014 2013
Statement of financial position Note ThCh$ ThCh$

Liabilities
Current liabilities
Trade and other payables 18 13,006,021 12,656,325
Accounts payable due to related parties 10 468,638 468,528

Other short-term provisions 19 3,348,659 2,447,712
Current tax liabilities 53,605 57,580

Total current liabilities 59,041,318 64,942,190

Accounts payable due to related parties 10 - -

Total non-current liabilities 164,849,179 175,634,008


Equity
Share capital 21 10,566,074 10,566,074
Retained earnings (accumulated deficit) (42,729,805) (39,454,010)
Other reserves 22 (1,787,002) (1,787,002)

Equity attributable to owners of the parent (33,950,733) (30,674,938)

Non-controlling interest 23 - -

Total equity (33,950,733) (30,674,938)

Total liabilities and equity 189,939,764 209,901,260
Pg 422 of 648

INTERMEDIATED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME PER FUNCTION


From January 1 to March 31,

2014
2013
Note
ThCh$
ThCh$

Profit (loss)

Revenue
24
20,536,540 18,954,110
Cost of sales
25
(17,290,525) (16,476,992)

Gross profit

3,246,015 2,477,118

27
34,252 74,710
25
(2,801,165) (2,552,703)
27
(399,956) (409,105)
Finance income
28
2,528,341 2,402,469
Finance cost
29
(3,265,987) (6,037,014)

(881,291) (375,804)
Foreign currency translation difference
31
(3,211,856) 1,035,434

(95,290) (35,212)

Loss before tax

(4,846,937) (3,420,107)

Income tax expense 15 1,571,142 (286,720)

Profit (loss) from continuing operations

Loss (3,275,795) (3,706,827)

Loss attributable to

Owners of the parent (3,275,795) (3,706,827)

Loss

(3,275,795) (3,706,827)

Loss per share


Basic loss per share continuing operations 30 (89.66) (10.,46)

(89.66) (101.46)


Dilutes loss per share continuing operations (89.66) (101.46)

(89.66) (101.46)
Pg 423 of 648

INTERMEDIATED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME PER FUNCTION



2014 2013

Note ThCh$ ThCh$

Loss

(3,275,795) (3,706,827)
Components of other comprehensive income, before tax


- -
Foreign currency translation gain (loss) before tax
- -
Other comprehensive income before taxes and foreign currency
translation differences

- -

Other components of other comprehensive income before tax - -

- -


(3,275,795) (3,706,827)



(3,275,795) (3,706,827)

Total other comprehensive income

(3,275,795) (3,706,827)

Pg 424 of 648

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the three-month period ended March 31, 2014

Note Share capital
Revaluation
surplus
Other sundry
reserves Other reserves
Retained
earnings
(accumulated
deficit)
Equity
attributable to
owners of the
parent
Non-controlling
interest Total equity
ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$

Balance at January 1, 2014
20,1 10,566,074 - - (1,787,002) (39,454,010) (30,674,938) - (30,674,938)
Increase (decrease) due to changes in accounting
policies - - - - - - - -
Increase (decrease) due to correction of errors
- - - - - - - -

10,566,074 - - (1,787,002) (39,454,010) (30,674,938) - (30,674,938)

Changes in equity

Comprehensive income

Gain (loss)
- - - - (3,275,795) (3,275,795) - (3,275,795)
- - - - - - - -

- - - - (3,275,795) (3,275,795) - (3,275,795)

Increase (decrease) due to transfers and other
changes 21 - - - - - - - -

Total changes in equity
- - - - - - - -

Balance at March 31, 2014
10,566,074 - - (1,787,002) (42,729,805) (33,950,733) - (33,950,733)

Pg 425 of 648


For the three-month period ended March 31, 2013

Note Share capital
Revaluation
surplus
Other sundry
reserves Other reserves
Retained
earnings
(accumulated
deficit)
Equity
attributable to
owners of the
parent
Non-controlling

20,1 10,566,074 - - (1,787,002) (22,890,008) (14,110,936) - (14,110,936)
Increase (decrease) due to changes in accounting
policies - - - - - - - -
Increase (decrease) due to correction of errors
- - - - - - - -

10,566,074 - - (1,787,002) (22,890,008) (14,110,936) - (14,110,936)

Changes in equity


Gain (loss)
- - - - (3,706,827) (3,706,827) - (3,706,827)
- - - - - - - -

- - - - (3,706,827) (3,706,827) - (3,706,827)

Increase (decrease) due to transfers and other
changes 21 - - -

Total changes in equity
- - -

Balance at March 31, 2013
10,566,074 - - (1,787,002) (26,596,835) (17,817,763) - (17,817,763)

Pg 426 of 648



For the three-month period ended March 31, 2014 and 2013

Consolidated statement of cash flows 2014 2013
ThCh$ ThCh$
Cash receipts from sale of goods and rendering of services 17,751,674 17,013,255
Other cash receipts from operating activities 68,872 217,100
Cash payments to suppliers for goods and services (10,078,653) (8,900,560)
(7,053,629) (5,750,314)
- -

Net cash from (used in) operating activities 688,264 2,579,481

Other payments to acquire equity or debt securities belonging to other entities (68,376,287) (78,153,274)
Loans to related parties (28,634,967) (11,285,123)
Sale (acquisition)of property, plant and equipment (17,483) (64,735)
Other receipts to acquire equity or debt securities belonging to other entities 73,597,106 88,547,116
Receipt from related parties 45,788,745 15,325,501
Interest received 12,722 135,698

Net cash from (used in) investing activities 22,369,836 14,505,183

Repayment of loans (19,558,082) (13,826,377)
Interest paid (8,976,753) (10,744,771)

(28,534,835) (24,571,148)
Net cash from (used in) financing activities (28,534,835) (24,571,148)

exchange rate (5,476,735) (7,486,484)
Effect of movements in exchange rate on cash held - 21,215
Net increase (decrease) in cash and cash equivalents (5,476,735) (7,465,269)
CASH AND CASH EQUIVALENTS AT JANUARY 1 6 7,830,565 11,401,274
Cash and cash equivalents at December 31 6 2,353,830 3,936,005

Pg 427 of 648

!

NOTES TO THE CONSOLIDATES FINANCIAL STATEMENTS


The parent, Inversiones Alsacia S.A., was recorded on January 27, 2005 in the securities register of the
Chilean Superintendence of Securities and Insurance (Superintendencia de Valores y Seguros, SVS)
under No,883, as part of a bidding process for the concession of the business unit Troncal No,1 of

As a result of Law No,20,382 dated October 2009, the Companys registration under No,883 of the
securities register was cancelled and the Company became a party of the reporting entities under No,126
on May 9, 2010.

Inversiones Alsacia S.A. was incorporated as a closely held corporation via public deed dated November
27, 2004; this company is engaged mainly on providing passenger public transport services in the
tendered roads of Santiago de Chile as well as any other activity related to this business purpose.

other services related to its main line of business, On October 22, 2005, the Company started to provide

The Companys registered address is Santa Clara No. 555, Huechuraba, Santiago, Chile.


In conformity with its by-laws, the Companys share capital amounts to ten billon five hundred sixty-six
million seventy-four thousands pesos (ThCh$10,566,074) which is divided into thirty six thousand five
hundred and thirty five same series shares (36,535) with no par value, The Companys shares are
distributed as follows:

Shareholder
Paid
shares
Ownership
percentage
Carlos Ros Velilla
Global Public Services S.A.
1
36,534
0,003%
99,997%
Total 36,535 100%

Inversiones Alsacia S.A. is controlled by Global Public Services S.A. which directly owns 99,997% of


Pg 428 of 648
#

the city of Santiago, This gave birth to Transantiago, a program sponsored by the Chilean Government

things, restructuring existing bus routes and dividing roads into two: main and local services, Under this
scenario, Inversiones Alsacia S.A. was created to be part of the bidding process and was awarded the
operation of Troncal No.1, one of the main roads going through Santiago.

On October 2, 2005, the Company started to provide passenger public transport services in relation to the
business unit Troncal No.1 of Transantiago; this involved the operation of 228 buses at the beginning of
the transition stage up to a total of 533 buses before the beginning of the normal service stage.

which was expected to last through 2007. By the end of 2007, Inversiones Alsacia S.A. and subsidiaries
already had a fleet of 566 operating buses and a supplementary fleet of 52 buses.

In 2008, 40 additional B9 buses were incorporated to complete a fleet of 583 buses.



On January 28, 2005, Inversiones Alsacia S.A. signed a Concession Agreement for the use of roads
located in the city of Santiago to provide paid passenger public transport services with the Ministerio de
Transportes y Telecomunicaciones (hereinafter also MTT), This agreement was signed as a result of the
bidding process carried out by the MTT under Article No. 30 of Law No. 18,696.

The Company presented an offer and was awarded the business unit Troncal No. 1 in accordance with

shall be in force up to the completion of the concession period, The duration of the concession period is
156 months as established in Article No,3,4,4,2,1 of the bidding basis.

Under the Concession Agreement, the Company promised to pay UF615,010 as an operative technical
reserve (RTO) which corresponds to an amount included in the tickets paid by users which is intended to
cover temporary mismatches between the systems revenues and expenses.

Pg 429 of 648
$

Inversiones Alsacia S.A. has fulfilled this obligation, which has been certified by the Ministerio de
Transportes y Telecomunicaciones by means of Official Letter No. 2783 dated July 2, 2009.

2) Modification to the Concession Agreement:

2,1) On June 30, 2006, the following modifications were made to the Concession Agreement:

a) The initial date of the normal service stage is February 10, 2007,

b) RTO payments are as follows:

Installment 2 UF191,309 Payable on July 1, 2007,
Installment 3 UF170,836 Payable on July 1, 2008,

c) Elimination of the payment of $16 per ticket acquired from the Administrador Financiero del
Transantiago (hereinafter AFT) related to the contribution to the two transitory account of
Transantiago from July 1, 2006 to December 31, 2006.

d) On the date of initiation of the stage II at the latest, the operator shall confirm to the MTT that it has
obtained the construction permits for the different terminals, This term shall not be extended and, in
addition, within the fifteen days following its completion, the operator shall provide the MTT a gantt
letter or schedule containing the main works to be built or implemented in each terminal, Also, 120
days after the start up of the normal service stage at the latest, the operator shall confirm the MTT it
has obtained the authorization to operate for all terminals.

e) On June 30, 2006, the AFT signed a promissory note for UF221,208 in favor of the Company; this
promissory note matures on October 31, 2009, UF200,000 were disposed of in January 2007 and
the remaining balance of UF21,208 accrues interest on a daily basis at a fixed rate of 3.56 per year.

2,2) During February 2007, the Company signed with the MTT a modification to the Concession
Agreement, The main aspects related to this modification are as follows:

a) For the period from February 10, 2007 and May 5, 2007, minimum income is guaranteed based on
the referential demand which has replaced the validation of users.

b) An increase in the fleet has been established for the beginning of the normal service stage as well
as the associated payment.

c) The installment of the RTO which matures on February 10, 2007 shall be paid in 3 installments:
55% on March 10; 22.5% on April 10; and 22.5% on May 10, 2007.

d) A procedure to govern the situation of terminals and deposits related to the additional transitory
fleet has been established.

Pg 430 of 648
%

2,3) On May 9, 2007, the Company signed a modification to the Concession Agreement and on June 4,
2007 it also signed an addendum to the modification with the purpose of establishing that the
Companys revenue for the period from May 6 to June 5, 2007 shall correspond to the difference
between 100% of the base referential demand and the payment per transported passenger
adjusted in conformity with the bidding basis.

2,4) On June 29, 2007, the Company signed one modification and two addendums to the Concession
Agreement with the main purpose of:

i) changing the payment date for the Companys revenue from July 10 to July 12;
ii) deferring the payment of the RTO from July 1 to July 16, 2007 and;
iii) regulating the payment method in buses without validation equipment,

2,5) On July 17 and August 17, 2007, the Company signed two new addendums with the MTT regarding
the modification made on June 29; as a result, the payment date of the RTO was postponed to
August 17 and October 24, respectively.

2,6) On July 19, 2007, the Company and the MTT signed an agreement protocol for making
modifications to the Concession Agreement; such modification was made on November 9, 2007,
They also signed an addendum to this modification on December 10 and 28, 2007 and April 21,
June 30 and July 17, 2008, respectively, with the purpose of modifying service hours; regulating the
payment method in buses without validation equipment; postponing the payment of the RTO;
incorporating the quota capacity per hour index (ICPH) and the regularity compliance index (ICR);
incorporating the additional and/or supplementary fleet to the base fleet and increasing the bus fleet
which on a transitional basis can be used buses.

2,7) On May 9, 2007, the Company signed with the AFT a modification to the collection and custody
contractual agreement,

2,8) On March 7, 2008, the Company and the AFT signed a supplement to the rendering of services and
technological equipment agreement which establishes the formula to estimate the payments to be
made by the licensees for the systems and services provided by the AFT up to that date; determine
the general operation and remuneration conditions related to the equipment of the paid zones;
adopt improvements intended to increase the current service levels and functions and; determine
the transitory and permanent conditions for the equipment, systems and services to be provided by
the AFT and the remuneration conditions related to such services.

2,9) On March 18, 2008, the Company and the AFT signed a modification to the collection and custody
contractual agreement with the purpose of authorizing the AFT to receive the payment or
reimbursement of the costs, expenses and commissions related to obtaining loans.

2,10) On July 3, 2009, the Company and the MTT signed a modification to the Concession Agreement
means of buses; this modification was intended to formalize the extension of the concession period
awarded to the Company from 48 months to 156 months. This was communicated as a significant
event to the Chilean Superintendence of Securities and Insurance.

Pg 43l of 648
&

2,11) On January 29, 2010, the Company and the MTT signed an agreement protocol to make a
modification to the Concession Agreement related to the use of the roads of Santiago to provide
paid public passenger transport services by means of buses, which was signed by the Company on
March 5, 2010; the main purposes of this modification were as follows:

- Establishing a procedure to change routes considering public interest zones, common wealth and
with the purpose of ensuring the continuity and proper coverage of the public transport services and
a method for compensating the demand.

- To verify the effective, correct and proper rendering of the transport services, a measurement shall
be made based on the parameters of the capacity per hour per kilometers (QKHCR), Frequency
Ratio (ICF) and Regularity Ratio (ICR).

- Incorporating a new methodology to estimate revenue

2,12) On July 30, 2010, the Company and the MTT signed an addendum to the Concession Agreement
means of buses, which includes the following main modifications:

- Increasing the fleet by 461 capacities

- Buses of the supplementary fleet shall become part of the base fleet provided that they correspond to
standard Transantiago buses with technology Euro III or EPA98 diesel or higher, and have a system
for the subsequent treatment of emissions that allows reducing them at least by 80%.

- Considering the increase in the base fleet, the Companys referential demand was adjusted to the
requirements of rendering of services for the year-end from August to December 2010.

2,13) On December 31, 2010, the Company and the MTT signed an addendum to the Concession
Agreement related to the use of the roads of Santiago to provide paid public passenger transport
services by means of buses; the main modification corresponds to the setting of a referential
demand for the year-end from January 1, 2011 to the date in which the offer by Metro S.A. related
to the extension of line No.1 to the Maip square increases.


Telecomunicaciones was replaced by a new agreement which was signed by the parties on December 22,
2011 and became effective on May 1, 2012.

As part of the agreements established as part of the new agreement, the Government and the Company
agreed to an amount of ThCh$9,090,243 (before discounts), which relates to an indemnity for early
termination that is estimated based on the difference resulting from the application of the revenue formula
of the agreement in force up to that date and the revenue formula established in the new signed
agreement. This indemnity was received on April 30, 2012.

Pg 432 of 648
'

On April 17, 2012, the Contralora General de la Repblica became informed of Resolution No. 258
issued by the MTT; this resolution, which approves the mentioned indemnity, terminates the Concession
Agreement and approves the New Concession Agreement, The payment of the indemnity was recognized
as deferred revenue which is amortized on a straight-line basis in operating income up to the completion
of the concession agreement in force (October 2018), Outstanding invoices of ThCh$2,272,648 (net of
provision) which were classified as Trade and other receivables were reduced from the amount of the
indemnity.

On December 12, 2013, the Contralora General de la Repblica became informed of Resolution No.183
issued by the Ministerio de Transportes y Telecomunicaciones which approves the addendum to the New
Concession Agreement related to the use of the roads of Santiago to provide paid public passenger
transport services by means of buses signed on August 27, 2013, This modification changes the
Technical Specifications Business Unit No,1 by increasing the PPTo Parameter from $472.00 to $475.27
for the year-end from December 14, 2012 to April 29, 2013, and subsequently to $476.73 starting from
April 30, 2013.



2,1 Basis of preparation

The intermediate consolidated financial statements of Inversiones Alsancia S.A. and subsidiaries at March
31, 2014 have been prepared in conformity with the standards issued by the Chilean Superintendence of
(hereinafter IFRS) issued by the International Accounting Standards Board (IASB). The intermediate
consolidated financial statements have been prepared in accordance with IAS 34 incorporated in the
International Financial Reporting Standards (IFRS) issued by the International Accounting Standards
Board (IASB). It is important to note that the accounting treatment of the indemnity agreed and paid by the
Ministerio de Transportes y Telecomunicaciones due to the early termination of the Concession
Agreement has been recorded and presented in these financial statements as required by the SVS in its
Official Letter No,17,967 dated August 13, 2013 and Official Letter No,6,484 dated March 7, 2014,

The intermediate consolidated financial statements of Inversiones Alsacia S.A. and subsidiaries comprise
the intermediate consolidated classified statement of financial position, intermediate consolidated
statement of comprehensive income per function, intermediate consolidated statement of cash flows,
intermediate consolidated statement of changes in equity and accompanying noted including disclosures
related to the consolidated financial statements.

The intermediate consolidated financial statements reflect fairly the Companys financial position and
equity at March 31, 2014 as well as the results of its consolidated operations, changes in equity and cash
flows for the year then ended.

The intermediate consolidated classified statement of financial position at March 31, 2014 as well as the
accompanying notes are presented on a comparative basis to the balances at December 31, 2013; the
intermediate consolidated statement of comprehensive income per function, intermediate consolidated
statement of cash flows and the intermediate consolidated statement of changes in equity are presented
for the period ended at March 31, 2014 and 2013.

Pg 433 of 648
(

The consolidated financial statements of Inversiones Alsacia S.A. and subsidiaries have been prepared
on a going concern basis.

Inversiones Alsacia S.A. is the issuer of a bond issued in 2011 in New York (USA) under regulation 144-A;
this bond represents the Companys main financial obligation with third parties.

Alsacia and Express de Santiago Uno S.A. centralized in Alsacia, Article No. 4 of this contract establishes
Account which is managed by the Company.

required. This is stipulated in clause 4,02 d) (iv) which states that the funds of the O&M Accounts can be
transferred between the companies based on the Licensees.

with the financial statements of the related parte Express de Santiago Uno S.A.

Directors of Inversiones Alsacia S.A.

The preparation of the consolidated financial statements in conformity with the standards and instructions
of the Chilean Superintendence of Securities and Insurance requires the use of certain accounting
estimates and criteria. It also requires management to apply judgment in the application of accounting
policies.


2,2 New standards and interpretations issued by the IASB

applicable, Adoption of these standards based on their effective date did not have a significant effect on

beginning after 1 January 2014, and have not been applied in preparing these financial statements, The
Company does not plan to early adopt these standards.

Pg 434 of 648
)

New standards

New Standards

Effective Date



Instruments, This standard introduces new requirements for classifying and measuring financial assets
and is effective for annual periods beginning on or after January 1, 2013, Early adoption is permitted,
IFRS 9 specifies how an entity should classify and measure financial assets and financial liabilities, It
asset management and the characteristics of their contractual cash flows, Financial assets are measured
either at amortized cost or fair value, Only those financial assets classified as measured at amortized cost
will be tested for impairment, On October 28, 2010, IASB reissued IFRS 9 Financial Instruments, retaining
implementation guidance from IAS 39 to IFRS 9, This new guidance completes the first phase of the
IASBs Project to replace IAS 39, The second and third phases of IFRS 9 dealing with accounting for the

established in IAS 39, In other words, financial liabilities will continue to be measured either at amortized
cost or fair value through profit or loss, There are no changes to the requirement for embedded derivatives
in a financial asset contract, Financial liabilities held for trading will continue to be measured at fair value




Pg 435 of 648
*

On 16 December 2011, the IASB issued Mandatory Effective Date and Transition Disclosures
(Amendments to IFRS 9 and IFRS 7), which amended the effective date of IFRS 9 for the 2009 and 2010
releases to annual periods beginning on or after 1 January 2015, Prior to the amendments, the application
of IFRS 9 was mandatory for annual periods beginning on or after 2013, Amendments change the
requirements for the transition from IAS 39 Financial Instruments: Recognition and Measurement to IFRS,
Additionally, these also amend IFRS 7 Financial Instruments: Disclosures to add certain requirements in
the reporting period in which the effective date of IFRS 9 is included.

permitted.


Amendments

Effective date

IAS 32 Financial Instruments, Presentation
IAS 36 Impairment of Assets Recoverable Amou

January 1, 2014
January 1, 2014

January 1, 2014

January 1, 2014

after January 1, 2014, Early
adoption is permitted,



offsetting financial instruments, New disclosures are required for annual periods or periods beginning on
January 1, 2014.



Pg 436 of 648
!+

Amendments to IAS 36, Disclosure of the Recoverable Amount of Non-financial Assets

Non-financial Assets, The publication of IFRS 13 Fair Value Measurement resulted in the modification of
recoverable amount of impaired assets, However, one of these amendments potentially resulted in the
disclosure requirements being broader than originally intended, The IASB has rectified this situation with

carrying amount of goodwill or intangible assets with indefinite useful lives, The modifications require an
the entity has recognized or reversed an impairment loss during the reporting period, An entity shall
to measure the fair value classified within Level 2 and Level 3 of the fair value hierarchy, In addition, an
present value valuation technique, Amendments shall be applied retrospectively for annual periods
beginning on or after January 1, 2014, Early application is permitted.


Amendments to IAS 39, Novation of Derivatives and Continuation of Hedge Accounting

Continuation of Hedge Accounting, This amendment allows for the continuation of hedge accounting
central counterparty and provided that certain criteria are met, A novation indicates an event where the
counterparty to become the new counterparty to each of the parties, In order to benefit from the amended
or the introduction of laws or regulations, The amendments shall be applied for annual periods beginning
on or after January 1, 2014, Early application is permitted.


Pg 437 of 648
!!

Investment Entities, Amendments to IFRS 10 Consolidated Financial Statements; IFRS 12

Statements for entities meeting the definition for an investment entity, such as investment funds, Instead,

certain transactions between the investment entity and its subsidiaries, In addition, amendments require
statements if all entities are unconsolidated subsidiaries), The effective date for these amendments is for
periods beginning on or after January 1, 2014, Early adoption is permitted.


Interpretations

Effective date

IFRIC 21 Levies

January 1, 2014


Liabilities and Contingent Assets, Under this interpretation a levy is an outflow of resources embodying
economic benefits that is imposed by governments on entities in accordance with legislation, This
37, It addresses the issue related to when a liability for levies imposed by a public authority for
participating in a specific market, It proposes that the liability is recognized when the event giving rise to
the obligation occurs which can be on a specific date or progressively in time, This interpretation also
taxes, and explains the timing to recognize a liability related to a levy, Early adoption is permitted.

2,3 Basis of consolidation

a) Subsidiaries

operating policies which usually is accompanied by an interest over 50% of voting rights, In assessing
control, the Group takes into consideration potential voting rights that are currently exercisable, The

Pg 438 of 648
!#

been eliminated, Unrealized losses are also eliminated unless the transaction provides evidence of an
impairment loss related to the amount transferred, When required to ensure consistency with the
accounting policies adopted by Inversiones Alsacia S.A. and subsidiary, the accounting policies of the
subsidiaries are modified.

At December 31, 2012, the subsidiary Lorena SPA owns a bus depot used by the Parent and is the
guarantor for the loan granted to the Parent by Banco Internacional.

The table below includes the subsidiaries included in these consolidated financial statements.

March 31, 2014

Subsidiary ID

Subsidiary name

Country of
origin of the
subsidiary

Functional
currency

Direct
ownership
percentage
%
Indirect
ownership
percentage
%
Total
ownership
percentage
%

76,130,466-6 Lorena SPA Chile Chilean pesos 100% 0,00% 100%


Subsidiary ID

Subsidiary name

Country of
origin of the
subsidiary

Functional
currency

Direct
ownership
percentage
%
Indirect
ownership
percentage
%
Total
ownership
percentage
%

76,130,466-6 Lorena SPA Chile Chilean pesos 100% 0,00% 100%

2,4 Transactions in foreign currency


Items included in the consolidated financial statements of Inversiones Alsacia S.A. and subsidiaries are
stated using the currency of the primary economic environment in which an entity operates (functional
currency). The functional currency of Inversiones Alsacia S.A. and subsidiaries is the Chilean peso, which
is also the presentation currency of the consolidated statements of financial position.

Pg 439 of 648
!$


Transactions in foreign currency and unidad de fomento are translated at the exchange rate of the related
currency or unidad de fomento at the date when the transaction meets the requirements for initial
recognition, Monetary assets and liabilities expressed in currencies or unidad de fomento other than the
functional currency are translated into Chilean pesos at the year-end exchange rate, Foreign exchange
gains and losses resulting from the settlement of transactions in foreign currency or the measurement of
monetary assets and liabilities in foreign currency are recognized in profit or loss in the caption foreign
currency gain (loss), Gains and losses arising from the translation of assets and liabilities in unidad de
fomento are recognized in profit or loss within the caption gain (loss) from assets and liabilities in unidad
de foment.

c) Translation of foreign currency and unidad de fomento

Currency
March
31, 2014
December 31,
2013
March
31, 2013

United States dollar
US$ 551.18 524.61 472.03
Unidad de fomento UF 23,606.97 23,309.56 22,869.38
Colombian peso CO$ 0.28 0.27 0.26

2,5 Property, plant and equipment

equipment and others. The main assets of Inversiones Alsacia S.A. and subsidiary correspond to buses
for public passenger transport.


revaluation method.

New property, plant and equipment are recognized at acquisition cost, Acquisitions in a currency other

was determined based on valuations carried out by external and independent experts, In the case of the

of the item can be estimated reliably, The cost of the replaced component is derecognized, Other repair

Pg 440 of 648
!%




b) Depreciation

Depreciation is estimated using the straight-line basis over their estimated useful lives, Useful lives have
obtained from operating such assets, Land is not depreciated.



years
years

Buildings 10 40
Motor vehicles 5 11


2,6 Intangible assets other than goodwill



Pg 44l of 648
!&

Expenses related to the maintenance of computer programs are recognized as expenses as incurred,
Costs directly related to the production of unique and identifiable computer programs controlled by
Inversiones Alsacia S.A. and subsidiaries which are likely to generate economic benefits higher than costs
for more than one year are recognized as intangible assets, Direct costs include the expenses related to
the personnel developing the computer programs and any other expense related to their development and
maintenance.

b) Operative technical reserve

passenger transport system, Amounts paid and owed to the Transantiago Financial Administrator (AFT) in
relation to the operative technical reserve for the Troncal No,1 business unit are recorded as a deferred
tax that is amortized against operating profit during the operation period of the concession based on the
projected revenue curve to be obtained from the rendering of transport services.

2,7 Impairment loss on non-financial assets

each reporting date to determine whether there is any indication of impairment, If any such indication

to sell, In assessing value in use, the estimated future cash flows are discounted to their present value
risks specific to the asset or CGU, For impairment testing, assets are grouped together into the smallest
inflows of other assets or CGUs, The Company has only one cash generating unit named Transport
Services.

exceeds its recoverable amount, Impairment losses are recognized in profit or loss, Impairment losses

the loss has decreased or disappeared, An impairment loss is reversed if there has been a change in the
estimates used to determine the recoverable amount, An impairment loss is reversed only to the extent

2,8 Financial assets

Inversiones Alsacia S.A. and subsidiaries classify its financial assets under the following categories: at fair
value through profit or loss, loans and receivables, financial assets held to maturity and available for sale,
The classification depends on the purpose for which the financial assets were acquired, Management
determines the classification of its financial assets at the date of initial recognition.

Pg 442 of 648
!'

2,8,1 Classification of financial assets


Financial assets at fair value through profit and loss are financial assets held for trading, Financial assets are
classified as available for sale if acquired principally for the purpose of selling them in the short-term, Assets


quoted in an active market, Loans and receivables are recognized within current assets, except for those with

Loans and receivables are recorded within trade and other receivables, They are initially recognized at fair
measurement, In the specific case of trade and other receivables the Company used the nominal value



maturity that the Company has the positive intent and ability to hold to maturity, Should the Company sell
available for sales, Financial assets held to maturity are classified as non-current except for those
maturing within 12 months from the reporting date which are classified as current.


Available-for-sale financial assets are non-derivative financial assets with fixed or determinable payment
and fixed maturity that are designated as available for sale or are not classified in any of the above
categories of financial assets, Financial assets available for sale are recorded within current assets unless
management has the intent of disposing of the investment during the months after the reporting date.

2,8,2 Recognition and measurement of financial assets

that Inversiones Alsacia S.A. and subsidiaries commits to acquire or sell the asset.


Financial assets are initially recognized at fair value plus transaction costs in the case of financial assets
not recorded at fair value through profit or loss, Financial assets at fair value through profit or loss are
initially recognized at fair value and transaction costs are recorded in profit or loss.

Pg 443 of 648
!(


measured at fair value (with a balancing entry in comprehensive income and profit and loss, respectively),

expired or have been transferred and Inversiones Alsacia S.A. and subsidiaries have transferred


2,9 Derivatives and hedging activities

and are subsequently re measured at fair value. The method used to recognize the resulting gain or loss
the item being hedged, The Company designates certain derivatives as not qualifying for hedge
accounting, Such derivatives are classified as other financial assets or liabilities.


2,10 Inventories

Inventories detailed in note 11 are measured at the lower of cost or net realizable value, Cost is
determined using the weighted average method, The net realizable value is the sale price estimated in the


2,11 Trade and other receivables

Trade receivables are recognized at their nominal amount, In addition, doubtful accounts are reviewed
based on an objective review of all outstanding balances at each reporting date, Impairment losses
related to doubtful accounts are recorded in the statement of comprehensive income when they arise,
Trade receivables are recorded within current assets within trade and other receivables if they mature
within 12 months from the reporting date.

Pg 444 of 648
!)

2,12 Cash and cash equivalents

acquisition date, Cash and cash equivalents also includes investments related to cash management such
as buy-back and reverse repurchase agreements maturing within three months or less from the
acquisition date.

Bank overdrafts used are recorded within other financial liabilities

2,13 Share capital

Share capital is represented by one class of common stock

Legal minimum dividends for common stock are recognized as a reduction in equity as accrued

2,14 Trade and other payables


Inversiones Alsacia S.A. and subsidiaries recognize employee vacations on an accrual basis at their
nominal amount, The resulting amounts are recorded as current trade and other payables.

2,15 Other financial liabilities

Obligations with banks and financial institutions are initially measured at fair value less transaction costs,
term of the debt using the effective interest method, The effective interest method consists in applying the

maturities.

2,16 Income taxes and deferred taxes

The income tax expense for the year includes deferred taxes, Deferred tax is recognized with respect to
temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes, Deferred tax assets are recognized for all
deductible temporary differences and tax losses to the extent that it is probable that future taxable profits
will be available against which they can be utilized.

Pg 445 of 648
!*

The carrying amount of deferred tax assets is reviewed at each reporting date and it is adjusted to the
extent it is not probable that future taxable profits will be available against which they can be utilized.

Deferred tax assets and liabilities are offset if the entity has a legally enforceable right to offset current tax
liabilities and assets and the deferred tax liabilities and assets relate to income taxes levied by the same
tax authority for the same entity.

2,17 Provisions

Inversiones Alsacia S.A. and subsidiaries recognize a provision when they have a contractual obligation
and an obligation has resulted from a past event.


(i) As a result of a past event Inversiones Alsacia S.A. and subsidiaries have a present legal or
(iii) The amount of the obligation can be estimated reliably,

Inversiones Alsacia S.A. and subsidiaries best estimate, The discount rate used to determine the present
value reflects the current market assessments of the time value of money and the risks specific to the
liability,

2,18 Revenue recognition


paid for the rendering of the passenger transport service in the course of ordinary activities,

The Company recognizes the revenue from transport services once the service has been provided,


after eliminating sales within the group,

Inversiones Alsacia S.A. and subsidiaries recognize the revenue from advertising activities when they can
be estimated reliably, it is probable that the economic benefits associated with the transaction will flow to
the entity and the specific conditions for each of the Companys activities are met, Revenue from the sale
of advertising services are recorded when the service has been provided, A service is deemed to have
been rendered when it is accepted by the client,

c) Revenue from indemnity for change in concession agreement

No,6484 issued on March 7, 2014 by the Chilean Superintendence of Securities and Insurance,

Pg 446 of 648
#+

2,19 Leases


Inversiones Alsacia S.A. and subsidiaries lease property, plant and equipment, assets held by the
to ownership are classified as finance leases, Finance leases are capitalized at the inception of the lease

reduction of the outstanding liability, The finance expense is allocated to each period during the lease
term so as to produce a constant periodic rate of interest on the remaining balance of the liability, Assets
acquired under finance leases are depreciated over the lower of their useful lives of lease term.

Leases as lessor operating lease

classified as operating leases, Payments for operating leases (net of any incentive received from the

2,20 Overhaul

next overhaul, The depreciation rate is determined using a technical basis based on the use expressed in


2,21 Dividend policy

30% of the profit for the period.

The obligation related to the payment of dividends to shareholders is recorded at the reporting date as a
decrease in equity.

2,22 Non-current assets (or disposal groups) held for sale


2,23 Other non-financial liabilities

concession in October 2018, as required in Letter No,6484 issued on March 7, 2014 by the Chilean

Pg 447 of 648
#!

2,24 Environment



3,1 Concentration and management of credit risk

Telecomunicaciones, The Ministerio de Transportes y Telecomunicaciones in turn delegates the payment
function to the Transantiago Financial Administrator. The way in which such revenue is determined is
included in the concession agreement and consists mainly of the following:

(ii) The number of kilometers run by buses,

The collection risk is very low as the final client is the MTT, which pays for the services received within a
15-day period.


3,2 Exchange risk management

As a result of the placement of bonds in the amount of US$464,000,000 made in February 2011, there
was a currency mismatch in the balance sheet as liabilities expressed in United States dollars are higher
than assets expressed in the same currency, To address this situation, the Company entered into
exchange rate option contracts (Chilean peso/ United States dollar) for the total of such liabilities; these
option contracts protect the Company against a depreciation of the Chilean peso compared to the United
States dollar (from $585 to $750 per US$1).

Approximately 10% of the Companys revenue is directly adjusted by changes in the Chilean peso
exchange rate for the United States dollar.


In thousands of Chilean pesos March 31, 2014 December 31, 2013
ASSETS 189,939,764 209,901,260
Chilean pesos 72,780,676 68,989,562
LIABILITIES AND EQUITY 189,939,764 209,901,260
Chilean pesos 3,562,943 3,591,279
NET LIABILITIES IN UNITED STATES DOLLARS 69,217,733 65,398,283
OPTION CONTRACTS (*) 184,146,250 205,003,460

(*) Exchange rate from $585 to $750 per US$1,
Pg 448 of 648
##

During 2014, although the Company reduced its net liabilities in United States dollars, through repayment
of debt, the net liabilities expressed in Chilean pesos are higher due the local currency devaluation.

Changes in the exchange rate affect the Companys financial statements because its obligations are
expressed in foreign currency and, therefore, changes, whether positive or negative are reflected in the
foreign currency translation gain (loss) account in the statement of profit or loss which affects the
Companys equity but it does not directly affect cash flows.



At March 31, 2014 and 2013, such indexes are as follows:



3,3 Interest rate risk management


3,4 Liquidity risk

banks or institutions rated as AA or higher and with maturities under 180 days, In relation to the bond
reported in Note 33.4, 7. In addition, these agreements require the Company to maintain a responsible

significant investments have been made or are planned to be made in the medium term, with the
exception of major bus maintenance (overhaul).



Pg 449 of 648
#$

Inversiones Alsacia S.A. and subsidiaries make investments and assumptions in relation to the future.



The management of Inversiones Alsacia S.A. and subsidiaries estimate the useful lives and related
depreciation expense for its plan and equipment, Possible changes in estimates could arise as a result of
technical innovation and actions taken by competitors in response to severe cycles in the sector,





available quotas.

d) Deferred taxes

can be utilized.

e) Impairment

Financial assets

it is impaired, A financial asset is impaired if there is objective evidence of impairment as a result of one or

rate, Losses for an equity security available for sale are recognized as the accumulated difference

characteristics.
Pg 450 of 648
#%

All impairment losses are recognized in profit or loss, Accumulated impairment losses on available-for-

recognized, For financial assets at amortized cost and financial assets available for sale which correspond


each reporting date to determine whether there is any indication of impairment, If any such indication

to sell, In assessing value in use, the estimated future cash flows are discounted to their present value
risks specific to the asset or CGU, For impairment testing, assets are grouped together into the smallest

amount, Impairment losses are recognized in profit or loss, Impairment losses recognized in respect of
rata basis.

the loss has decreased or disappeared, An impairment loss is reversed if there has been a change in the
estimates used to determine the recoverable amount, An impairment loss is reversed only to the extent

to debt contracts).

Pg 45l of 648
#&


investments with maturities of three months or less from the acquisition date, Cash and cash equivalents
also includes investments related to cash management such overnight maturing within three months or
less from the acquisition date, in conformity with IAS 7.

At March 31, 2014 and December 31, 2013, cash and cash equivalents are as follows:

Classes of cash and cash equivalents Interest rate Currency
2014 2013
ThCh$ ThCh$

Cash on hand - CL$ 9,894 8,955
Cash in bank - CL$ 24,346 92,538
Mutual funds (1) (2)
0,38%
CL$

4,580,248 0,60% 2,319,590
Time deposits (3) - US$
"
3,148,824
Total cash and cash equivalents - 2,353,830 7,830,565

(1) At March 31, 2014, mutual funds relate to 1,346,923.5988 deposits in the Ejecutiva fund with a
deposit value of $1,722,1398.

deposit value of $1,704,7801.

Pg 452 of 648
#'

(3) Time deposits were made in November and December 2013 and they mature within the term to be
considered cash and cash equivalents.

Type of investment Bank Currency
Time deposit
amount
US$
December 31,
2013
ThCh$

Current

e Time deposit Santander Chile US$
1,000,000
524,735
Time deposit
Crdito e Inversiones US$
4,000,000
2,099,256
Time deposit
Santander Chile US$
1,000,000
524,833
Total time deposits
3,148,824

At March 31, 2014 and December 31 2013, balances of cash and cash equivalents per currency are as
follows:

Type of currency
2014 2013
ThCh$ ThCh$

CL$ 2,353,830 4,681,741
US$ - 3,148,824
Total 2,353,830 7,830,565


2014 2013
ThCh$ ThCh$

Total 2,353,830 7,830,565

Pg 453 of 648
#(


6,1 Financial instruments by category

March 31, 2014:

Financial assets at March 31, 2014

Loans and
receivables
ThCh$
Assets at fair
value through
profit or loss
ThCh$
Total
ThCh$

Other financial assets - current - -

Financial liabilities at March 31, 2014

Liabilities at fair
or loss
ThCh$
Other financial
liabilities
ThCh$
Total
ThCh$

Accounts payable due to related parties non-current - -



Loans and
receivables
ThCh$
Assets at fair
value through
profit or loss
ThCh$
Total
ThCh$


Pg 454 of 648
#)


Liabilities at fair
or loss
ThCh$
Other financial
liabilities
ThCh$
Total
ThCh$

Accounts payable due to related parties non-current - - -

6,2 Credit quality of financial assets



ii) Financial investments made by the Company as described in Note 2.

Current assets

March 31,
2014
ThCh$
December 31,
2013
ThCh$

Total 2,353,830 7,830,565

Trade and other receivables without credit rating 9,057,992 7,280,972
Total 9,057,992 7,280,972

No non-matured financial assets have been renegotiated during the year.

Pg 455 of 648
#*

6,3 Fair value estimates

The tables below present the fair value by category of financial instrument compared to the current and

Fair value estimate

At March 31, 2014 At December 31, 2013
amount value amount value
Current financial assets
Cash and cash equivalents 2,353,830 2,353,830 7,830,565 7,830,565
Other financial assets - - 5,123,085 5,123,085
Trade and other receivables 9,057,992 9,057,992 7,280,972 7,280,972

Non-current financial assets


At March 31, 2014 At December 31, 2013
Fair value estimate amount value amount value
Current financial liabilities
Trade and other payables 13,006,021 13,006,021 12,656,325 12,656,325
Accounts payable due to related parties 466,234 466,234 468,528 468,528

Non-current financial liabilities
Accounts payable due to related parties - -

It is assumed that the carrying amount of accounts payable approximates their fair value due to their
short-term nature.

Pg 456 of 648
$+

NOTE 7 OTHER FINANCIAL ASSETS

At March 31, 2014 and December 31, 2013, other financial assets are as follows:

Type of
investment Bank Type of currency

2014 2013
Current

Reserve Bank of New York US$ - 5,123,085
Total other financial assets - current - 5,123,085

Non-current

Derivatives - US$ 10,052,137 11,564,671
Total other financial assets non-
current 10,052,137 11,564,671

Total other financial assets 10,052,137 16,687,756

NOTE 8 OTHER NON-FINANCIAL ASSETS

At March 31, 2014 and December 31, 2013, other non-financial assets are as follows:

March 31,
2014
December 31,
2013
Current
Advanced insurance 444,465 762,876

Total other non-financial assets current 517,715 836,126
Non-current
Lease guarantee 111,993 111,993

Total other non-financial assets non-current 111,993 111,993

Total other non-financial assets 629,708 948,119

Pg 457 of 648
$!


At March 31, 2014 and December 31, 2013, trade and other receivables are as follows:


2014 2013
ThCh$ ThCh$
Accumulated impairment on trade receivables (1,178) (1,178)
Other receivables (1) and (2) 207,337 227,168

(1) At March 31, 2014, these balances relates to loans to employees (ThCh$117,791) and judicial


The fair value of trade and other receivables does not significantly differ from their carrying amount.

The Company accrues provisions for impairment in case there is evidence of impairment of trade
receivables. The criteria applied to determine whether there is objective evidence of impairment losses are
the maturity of the portfolio, actual impairment (default) and actual market signals.

At March 31, 2014 and December 31, 2013, the balances of trade and other receivables per type of
currency are as follows:

Type of currency

2014 2013
ThCh$ ThCh$
Chilean peso 9,057,992 7,280,972

Pg 458 of 648
$#


Category 2014 2013
ThCh$ ThCh$
Passenger transport (1) 3,705,151 3,519,615
Advertising 163,538 426,486
Other 207,337 227,168

(1) Provision for revenue from payments received between March 15 and 31, 2014 and December 15
and 31, 2013, which were paid by the Transantiago Financial Administrator during April 2014 and
January 2014, respectively, in conformity with the basis of the Concession Agreement and its

(2) This balance relates to the revenue accrued at March 31, 2014 and December 31, 2013,
respectively, under the mechanism named AIPK which compensates the Company based on the
changes in user demand as a result of a base value defined at the beginning of the validity of the
Concession Agreement, This mechanism is estimated every 24 settlements, that is, every 12
months, and it operates within a range of application.

At March 31, 2014 and December 31, 2013, the Companys trade receivables are as follows:

2014 2013
ThCh$ ThCh$
Maturity under three months 9,057,992 7,280,972
Maturity between three and twelve months - -

Pg 459 of 648
$$

The tables below show the changes in impairment of trade receivables related to transport services:

March 31, 2014
Impairment
ThCh$
Net value at March 31, 2014 (1,178)

Impairment
ThCh$


10,1 Accounts receivable due from related parties

subject to special conditions, These transactions are in conformity with Articles Nos. 44 and 49 of Law No.
18,046 for public companies.

Short and long-term fund transfers from and to the parent of between related parties which do not relate to
the collection or payment of services are recorded as commercial current accounts.

Pg 460 of 648
$%

At March 31, 2014, and December 31, 2013, accounts receivable from and payable to related parties are
as follows:

2014 2013
Current

99,577,390 - 2 Express de Santiago Uno S.A. (1) Chile Common owner US$ 30,259,034 36,866,558
99,577,390 - 2 Express de Santiago Uno S.A. (1) Chile Common owner CL$ 629,289 668,113
76,195,710 - 4 Inversiones Eco Uno S.A. Chile Associate CL$ 161,727 149,962
76,099,998-9 Camden Servicios SpA (3) Chile Common owner CL$ 270,957 347,540
Total accounts receivable due from related parties, current 31,321,007 38,032,173
Non-current

99,577,390 - 2 Express de Santiago Uno S.A. (1) Chile Common owner US$ 27,231,425 37,745,274
99,577,390 - 2 Express de Santiago Uno S.A. (1) Chile Common owner CL$ 9,192,532 3,448,873
0-E Panamerican Investment (2) Panama Common owner US$ 48,090,146 45,033,942
59,164,000 - 0 Panamerican Investment (Chile) (2) Chile Common owner US$ 1,526,346 1,429,344
Total accounts receivable due from related parties, non-
current 86,040,449 87,657,433

(1) This balance relates to a documented debt maintained by Express de Santiago Uno S.A. of
US$198,709,385 which accrues interest at an annual rate of 8,05% payable on a semiannual basis,
The principal is amortized as follows:

02-18-2011 0,00% 02-18-2015 7,78%
08-18-2011 0,00% 08-18-2015 6,03%
02-18-2012 3,45% 02-18-2016 8,51%
08-18-2012 3,00% 08-18-2016 6,38%
02-18-2013 6,31% 02-18-2017 10,19%
08-18-2013 4,72% 08-18-2017 8,36%
02-18-2014 7,67% 02-18-2018 11,94%
08-18-2014 5,54% 08-18-2018 10,11%

(2) This balance relates to a documented debt maintained by Panamerican Investment of
US$72,118,294.94 which accrues interest at an annual rate of 8,05% and has one single maturity
on August 20, 2018.


Pg 46l of 648
$&

10,2 Accounts payable to related parties

At March 31, 2014 and December 31, 2013, accounts payable to related parties are as follows:

2014 2013
Current
99,577,390 - 2
Express de Santiago Uno
S.A. Chile Common owner CL$ 468,638 468,528
Total accounts payable to related parties, current 468,638 468,528
Non-current
99,577,390 - 2
Express de Santiago Uno
S.A. (1) Chile Common owner CL$ - -
Total accounts payable to related parties, non-current - -

(1) This balance relates to amounts provided by Express de Santiago Uno S.A. as cash reserve intended to cover
obligations acquired as a result of the bond issuance by Inversiones Alsacia S.A.

10,3 Transactions with related parties

Related parties include the following entities or individuals:

(a) Shareholders with the possibility of exercising control,
(b) Affiliates and members of affiliates,
(c) Parties with an interest in the entity which results in significant influence over such entity,
(d) Parties with joint control over the entity,
(e) Associates,
(f) Interests in joint ventures,
(g) Key management personnel of the entity or its parent,
(h) Close family members of the individuals described above,
(i) An entity in which any of the individuals described above has control, joint control or significant
influence.

Pg 462 of 648
$'

At March 31, 2014 and December 31, 2013, transactions with related parties are as follows:

March 31, 2014

ID number Company
Country of
Credit
(debit) to
profit or loss
21,922,672-1

Carlos Ros Velilla

Colombia
Shareholder-
Director
ThCh$

Director
payment
9,000 (9,000)
0-E

Rubn Ros Velilla


Director
payment
9,000 (9,000)
76,019,829-3

Ases, Inversiones Rio
Piedra Ltda,


Board of
director
advisory

35,478

(35,478)
0-E P.S.C Consulting Panam Director Company ThCh$
Director
payment
38,072 (38,072)
99,577,390-2
Express de Santiago
Uno S.A.
Transfer of
funds
received

5,743,658

-
76,099,998-9 Camden Servicios SpA Chile Common owner ThCh$
Purchases of
spare parts
and
management
and logistic
administratio
n services

1,564,509

(1,564,509)

76,452,480-2

Rioma Ltda,


Director
advisory

39,000

(39,000)

Pg 463 of 648
$(

December 31, 2013

ID number Company
Country of
Credit
(debit) to
profit or loss
21,922,672-1

Carlos Ros Velilla

Colombia
Shareholder-
Director
ThCh$

Director
payment
36,000 (36,000)
0-E

Rubn Ros Velilla


Director
payment
30,000 (30,000)
76,019,829-3

Ases, Inversiones Rio
Piedra Ltda,


Board of
director
advisory

36,000

(36,000)
0-E P,S,C, Consulting Panam Director Company ThCh$
Director
payment
18,000 (18,000)
9,669,081-9

Andrs Echeverra


Director
payment
9,000 (9,000)
99,577,390-2
Express de Santiago
Uno S.A.
Transfer of
funds
received

15,973,904

-
76,099,998-9 Camden Servicios SpA Chile Common owner ThCh$
Purchases of
spare parts
and
management
and logistic
administratio
n services

3,423,374

(3,423,374)
76,452,480-2

Rioma Ltda,


Director
advisory

156,000

(156,000)

Inversiones Alsacia S.A. and subsidiaries policy is to report all transactions with related parties during the
year except for dividends paid and capital contributions received which are not deemed to be transactions.

10,4 Payments to the Board of Directors and key management personnel

At March 31, 2014 and December 31, 2013, payments, salaries as well as financial, commercial and
management advisories received by members of the Board of Directors amount to ThCh$18,000 and
ThCh$129,000, respectively.

Inversiones Alsacia S.A. and subsidiaries have an incentive system based on the Companys operating
profit which consists of an annual bond payable to main executives and individuals in other eligible
positions.


Companys main executives and managers for the period from January to March 31, 2014 and January to
December 2013 amounted to ThCh$432,462 and ThCh$2,530,660, respectively, During the period ended
March 31, 2014 and December 31, 2013. No provision for severance payments has been accrued.
Pg 464 of 648
$)

NOTE 11 INVENTORIES

At March 31, 2014 and December 31, 2013, inventories are follows:

Inventories

March 31,
2014
December 31,
2013
ThCh$ ThCh$
Spare parts and technical inventories 1,273,039 1,217,388
Fuel 136,259 114,617
Accumulated impairment on spare parts and technical inventories (58,712) (58,712)
Total Inventories 1,350,586 1,273,293

measured at their average acquisition cost, Inventories do not include liability guarantees.

The amount of inventories recognized as cost was ThCh$2,263,891 at March 31, 2014 (ThCh$9,628,272
at December 31, 2013).

Pg 465 of 648
$*


At March 31, 2014 and December 31, 2013, current tax assets are as follows:

Current tax asset

March 31,
2014
ThCh$
December 31,
2013
ThCh$
Total current tax assets 465,114 735,535

credit against income taxes.


Inversiones Alsacia S.A. and subsidiaries do not record internally generated intangible assets or intangible
assets acquired in a business combination.

At March 31, 2014 and December 31, 2013, separately acquired intangible assets are as follows:

March 31, 2014

Gross value
Accumulated
ThCh$ ThCh$ ThCh$
RTO (1) 12,950,228 (7,791,187) 5,159,041
Reserves for AFT (2) 2,247,539 (1,352,177) 895,362

December 31, 2013

Gross value
Accumulated
ThCh$ ThCh$ ThCh$
RTO (1) 12,950,228 (7,530,189) 5,420,039
Reserves for AFT (2) 2,247,539 (1,306,880) 940,659

(1) This balance relates to the total contribution made to the Operative Technical Reserve (RTO) by the
Troncal No,1 business unit, The RTO is defined as a provision included in the tickets paid by users
which is intended to cover temporary mismatches between the systems revenues and expenses,
This amount is amortized based on the projected revenue curve to be obtained from the rendering
of transport services, The amortization expense is part of the cost to sell within the consolidated
statement of comprehensive income per function.

Pg 466 of 648
%+

transport services, The AFT provides such tickets to Inversiones Alsacia S.A. which pays a total of
$20 per ticket, From this amount, $16 corresponds to a deposit intended to increase the systems
RTO and are to be credited by the AFT to the transitory account 2, The AFT can freely dispose of
the remaining $4, This reserve corresponds to the total amount resulting from the $16 per ticket
acquired by the Company during 2006 and 2005, This amount is amortized based on the projected
revenue curve to be obtained from the rendering of transport services, In accordance with the
amendment to the Concession Agreement, Article No,4, signed on September 30, 2006 between
the Company stopped paying the $16 per each ticket bought from the AFT, The amortization
function.

software acquired from third parties, These licenses have an estimated useful life from 3 to 5 years

Changes in intangible assets at March 31, 2014 and December 31, 2013 are as follows:

March 31, 2014

RTO AFT Reserve
Computer
licenses Total
(1) (2) (3)
Pending amortization period 63 meses 63 meses 22 meses

Net value at January 1, 2014 5,420,039 940,659 984,520 7,345,218
Amortization for the period (260,998) (45,297) (81,414) (387,709)
Net value at March 31, 2014 5,159,041 895,362 965,842 7,020,245

December 31, 2013

RTO AFT Reserve
Computer
licenses Total
(1) (2) (3)


Pg 467 of 648
%
!

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Pg 469 of 648
%$

At March 31, 2014, property, plant and equipment are comprised as follows:

March 31, 2013

Gross value
Accumulated
ThCh$ ThCh$ ThCh$
Land 4,910,670 - 4,910,670
Buildings 18,153,547 (4,998,888) 13,154,659
Information technology equipment 1,226,299 (1,004,698) 221,601
Motor vehicles 68,397,418 (54,061,886) 14,335,532


December 31, 2013

Gross value
ThCh$
Accumulated
depreciation
ThCh$
Net value
ThCh$
Land 4,910,670 - 4,910,670
Buildings 18,153,547 (4,767,538) 13,386,009
Motor vehicles 68,226,104 (52,144,059) 16,082,045

Measurement and adjustments

revaluation method.

New property, plant and equipment are recognized at acquisition cost, Acquisitions in a currency other

was determined based on valuations carried out by external and independent experts, In the case of the

Pg 470 of 648
%%



Depreciation method

Depreciation is estimated using the straight-line basis over their estimated useful lives, Useful lives have
obtained from operating such assets.

Estimated useful lives or depreciation rates


Minimum life or
rate in years
Minimum life or
rate in years
Buildings 10 40
Motor vehicles 5 11

The residual values and useful lives of items of property, plant and equipment are reviewed and adjusted
at each reporting date.

Leasehold improvements are capitalizes and amortized over the term of the lease agreement,

Property, plant and equipment subject to guarantees or restrictions

At March 31, 2014, the Company has no legal or contractual obligation to dismantle, retire or rehabilitate
the sites where is operates; accordingly, the Companys assets do not include costs associated to such
requirements.

Insurance

Inversiones Alsacia S.A. and subsidiaries have insurance policies to cover against the risk to which
losses due to strikes. Inversiones Alsacia S.A. and subsidiaries consider that the coverage provided by
these policies is adequate considering the risks inherent to their activities.

Pg 47l of 648
%&

Impairment losses

The situation existing in markets at the reporting date in addition to the different operating policies adopted
by the Company and its subsidiaries indicate in a positive future outlook in relation to expected returns,
Notwithstanding the above, property, plant and equipment were tested for impairment, The present value
estimates of future cash flows to be obtained from cash generating units include a market improvement
and the maintenance of low cost structure in the medium and long-term; accordingly, no impairment has
been recorded.


Deferred taxes correspond to the income tax that Inversiones Alsacia S.A. and subsidiaries will pay
purposes.

The main deferred tax asset relates to the tax losses to be recovered in future periods, The main deferred


March 31, 2014 December 31, 2013
Deferred taxes
Deferred tax
assets
Deferred tax
liabilities
Deferred tax
assets Deferred tax liabilities
Impairment of accounts
receivable 235 - 235 -
Other events 121,751 - 120,562 -
Deferred indemnity 960,121 - 1,012,491 -
Amortization of
intangibles - 1,210,881 - 1,223,968
Property, plant and
equipment - 2,866,139 - 3,215,395
Leased assets - 72,944 - 72,944
Total 12,281,324 4,149,964 11,072,524 4,512,307
Deferred taxes 8,131,360

6,560,217 -

In accordance with the restrictions included in sections 4,05 and 5,01 of the issuance contract for bond
144-A, the Company is not allowed to sell assets granted as guarantee as part of the bond issuance. As a
result, the difference between the tax and financial value of land corresponds to a permanent difference
and no deferred taxes have been recognized.

Pg 472 of 648
%'

At March 31, 2014 and December 31, 2013, the deferred tax resulting from tax losses amounts to
ThCh$11,018,040 and ThCh$9,710,724, respectively. These losses can be used against future profits
generated by the related companies, as follows:


Country

Credit (debit) to
profit or loss
03/31/2014
ThCh$
12/31/ 2013
ThCh$
03/31/2014
ThCh$
Inversiones Alsacia Chile 11,018,040 9,710,724 1,307,316
Total 11,018,040 9,710,724 1,307,316

For companies incorporated in Chile, tax losses to be used against future profits do not expire,

At March 31, 2014 and December 31, 2013, changes in deferred tax assets are as follows:

Changes

2014 2013
ThCh$ ThCh$
Initial balance 11,072,524 10,441,909
Provisions (47,335) 30,000
Tax loss 1,307,316 754,875
Deferred indemnity (52,370) (209,481)
Closing balance 12,281,324 11,072,524


Changes

2014 2013
ThCh$ ThCh$
Initial balance 4,512,307 5,968,804
Depreciation of property, plant and equipment (349,256) (1,137,881)
Intangible assets (13,087) (290,065)
Other assets - (28,551)

The tax rate to estimate income and deferred taxes in Chile is 20% in 2014 and 2013.

Pg 473 of 648
%(

The income tax expense is as follows:

Income tax (expense) benefit

March 31,
2014
ThCh$
2013
ThCh$
Effect of deferred taxes 1,571,142 (286,720)
Total income tax (expense) benefit, net 1,571,142 (286,720)


March 31,
2014
ThCh$
2013
ThCh$
Income tax expense using the domestic tax rate (969,387) (684,021)
Tax effect of non-deductible expenses - -
Other decreases in domestic tax expense 2,540,529 397,301
(Expense) benefit using the effective tax rate 1,571,142 (286,720)


March 31,
2014
ThCh$
2013
ThCh$
Domestic tax rate 20.00 20.00
Effect of non-deductible expenses - -
Other decreases in domestic tax expense (52.40) (11.60)
Total tax rate (32.40) (8.40)

Pg 474 of 648
%)

NOTE 16 EQUITY ACCOUNTED INVESTEES

At March 31, 2014 and December 31, 2013, equity accounted investees are as follows:

ID number

Subsidiary

March 31,
2014
ThCh$
December 31,
2013
ThCh$
76,195,710 - 4 Inversiones Eco Uno S.A. (1) - -
Total equity accounted investees - -

(1) At December 31, 2013 and 2012, Inversiones Eco Uno S.A. recorded negative equity and,
accordingly, the result of the investment is recorded within other current provisions (See Note 19
Other Provisions).

The assets, liabilities, equity and profit or loss of Inversiones Eco Uno S.A. are as follows:

2014 2013
ThCh$ ThCh$

Total assets 22.460 22,460

Share capital 16,512,432 16,512,432
Retained earnings (25,324,719) (17,246,146)
Loss for the period (4,149,669) (8,078,573)
Total liabilities and equity 22,460 22,460

Pg 475 of 648
%*


At March 31, 2014 and December 31, 2013, Inversiones Alsacia S.A. and subsidiaries record
obligations related to the issuance of the bond under the United States rule 144-A; and with Banco
Internacional, which accrue interest at rates of 8% and 6,87%, respectively,


Interest accrued by bond 144-A 2,879,406 - 7,356,669 -
Interest accrued by bank loans 52,073 - 165,090 -
Bond 144 A (a) 34,062,924 147,203,920 32,158,596 159,046,278
Bank loans (b) - 6,524,111 - 6,441,918
Options to hedge against exchange rate risk (c) 3,558,977 5,921,820 8,500,719 5,507,710
Drafts payable (d) 563,611 1,048,111 83,567 623,052
Total other financial liabilities 41,116,991 160,697,962 48,264,641 171,618,958

(a) Bond 144 A

On February 28, 2011, the Company acquired 100% of the shares of BRT Scrow Corporation SpA and, as
a result, it has become the debtor of a bond issued under the regulation 144-A of regulation S of the
Securities Act of 1933 and its related amendments, in the amount of US$464,000,000, for a period of 7.5
years, at an annual interest rate of 8% and with semi annual payments of interest and principal
amortization.

Under the regulation 144-A of regulation S of the Securities Act of 1933 and its subsequent amendments,
the issuance (including Inversiones Alsacia S.A. and the guarantors under the same regulation) has not
been recorded in the United States of America or any other jurisdiction, and such issuance cannot be
transferred without the recording of an exemption under the mentioned standard.

The guarantees related to the issue include:

(i) Pledge over 100% of the Companys shares;
(ii) Mortgages and pledges over the relevant assets; and
(iii) Personal guarantees granted by the related companies.

The funds obtained from the issuance were used, among others, to:

(i) Pre-pay all the Companys short and long-term debts;
(ii) Maintain amount in the Reserve Account, Revenue Account and Overhaul Account;
(iii) Perform a disbursement in relation to Panamerican Investments LTD and its agency in Chile to
carry out several actions that have resulted in acquiring control of Inversiones Eco Uno S.A.
which is in turn the controller of Express de Santiago Uno S.A.; and
(iv) Pre-pay the financial debt of Express de Santiago Uno S.A.

The funds obtained from operations have been used to renegotiate liabilities and fund investments related
to the Companys line of business.

Expenses directly related to the issuance and placement of bonds have been considered in the
determination of the effective interest rate.

The bond is amortized based on a business financial model which was defined considering: (i)
expectations for the transport business in Santiago in the medium term, and (ii) the operative and
Pg 476 of 648
&+

administrative synergies of Inversiones Alsacia S.A. with Express de Santiago Uno S.A. This model is as
follows:

(a) Bank loans

At March 31, 2014 and December 31, 2013, the Company does not record bank loans within the current
portion of financial liabilities, The non-current portion of financial liabilities includes the loan of
UF276,362.77 held with the Banco Internacional which accrues interest at an annual rate of 6.87% and is
payable in a single installment in 2018. The payment of this installment could be made earlier if the cash
flows meet the requirements established in the bond contract with regards to the treatment of cash
surpluses.

(b) Derivatives not qualifying for hedge accounting

The Company has insurance that provides a protection range based on call options, This range starts the
coverage when the exchange rate for the US dollar reaches $585 per US$1 and ceases the coverage
when such rate reaches $750 per US$1. Therefore, the Company makes purchases at the market
exchange rate minus $165 when the exchange rate exceeds $750 and at the market rate when the
exchange rate is under $585. Within the range, the Company makes purchases at the market exchange
rate minus the difference between the market exchange rate and $585. This insurance was entered into in
February 2011 at the same time the bond was issued.

At March 31, 2014, the Company records a current liability related to the funding for an acquisition of
derivatives in the amount of ThCh$ 3,558,977. At December 31, 2013, the Company records a current
liability related to the funding for an acquisition of derivatives in the amount of ThCh$ 8,500,719. These
liabilities correspond to the value of the asset acquired by the Company at the time of the purchase of the
derivatives, recorded in the asset. At March 31, 2014 and December 31, 2013, the total value of the
liability amounts to ThCh$ 11,111,784 and ThCh$ 13,243,938, respectively.

(c) Drafts payable

Bill of exchange accepted to VTF Latin America S.A. for the overhaul services and purchases of spare
parts from Volvo Commercial Vehicles and Construction Equipment South Cone SpA, which accrue
interest at an annual rate of 7.5% and are payable in 9 installments starting from August 18, 2014 and
up to August 18, 2018.

02/18/2011 0,00% 08/18/2014 5,54%
08/18/2011 0,00% 02/18/2015 7,78%
02/18/2012 3,45% 08/18/2015 6,03%
08/18/2012 3,00% 02/18/2016 8,51%
02/18/2013 6,31% 08/18/2016 6,38%
08/18/2013 4,72% 02/18/2017 10,19%
02/18/2014 7,67% 08/18/2017 8,36%
08/18/2014 5,54% 02/18/2018 11,94%
02/18/2015 7,78% 08/18/2018 10,11%
Pg 477 of 648
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Pg 48l of 648
&&




2014 2013
ThCh$ ThCh$
Current

Suppliers (a) 10,045,435 9,078,239
Other payables (b) 1,258,506 1,682,048
Personnel withholdings 806,015 753,474
Accrued vacations 896,065 1,142,564
Other

-
Total trade and other payables, current 13,006,021 12,656,325

(a) In the case of common suppliers, the Companys policy is to pay the related invoices within 60 days

(b) Other payables include obligations related to notes payable, insurance and other accounts payable.

NOTE 19 OTHER PROVISIONS

At March 31, 2014 and December 31, 2013, other provisions are as follows:

Other provisions, current
2014 2013
ThCh$ ThCh$
Provision for negative equity of investee 2,798,616 1,903,613
Total other provisions, current 3,348,659 2,447,712

(1) This balance corresponds to the provision accrued for claims filed against the Company by former
employees, regulatory agencies and others, The provision is recognized in the consolidated
statement of income within administrative expenses, The current balance at March 31, 2014 and
December 31, 2013, is expected to be used within the following 12 months.

Pg 482 of 648
&'

Changes in provisions between January 1, 2014 and March 31, 2014, and between January 1, 2013 and
and December 31, 2013 are as follows:

Changes in provisions (ThCh$) Legal claims
Increases in provisions 276,097
Provision for negative equity of investee (Eco Uno S.A.) 1,744,248
Balance at December 31, 2013 2,447,712
Balance at January 1, 2014 2,447,712
Provision for negative equity of investee (Eco Uno S.A.) 895,003
Balance at March 31, 2014 3,348,659

NOTE 20 OTHER NON-FINANCIAL LIABILITIES

Resolution No,258 issued by the Ministerio de Transportes y Telecomunicaciones approved the indemnity
S.A. which establishes the amount of ThCh$9,090,243 as final indemnity for the early termination of the
against operating profit up to the termination of the Concession Agreement in force in October 2018, as
required in Letter No. 6484 issued on March 7, 2014 by the Chilean Superintendence of Securities and
Insurance.

Concept Currency
2014 2013
ThCh$ ThCh$

Deferred income, current CL$ 1,047,404 1,047,404

Total other non-financial liabilities, current
1,047,404 1,047,404

Deferred income, non-current CL$ 4,151,217 5,062,455

Total other non-financial liabilities, non-current
4,151,217 5,062,455

Pg 483 of 648
&(


The Companys subscribed and paid capital amounts to ten million five hundred sixty-six thousand
seventy-four (ThCh$10,566,074) which is divided into thirty-six thousand five hundred thirty-five shares
(36,535).

21,1 Share capital

At March 31, 2014 and December 31, 2013, the Companys share capital is as follows:

Series

Subscribed
capital
ThCh$
Paid
capital
ThCh$
Subscribed
capital
ThCh$
Paid
capital
ThCh$

Single 10,566,074 10,566,074 10,566,074 10,566,074

Total capital 10,566,074 10,566,074 10,566,074 10,566,074

Common shares
Number of
shares
Common
shares
Own
shares Total

January 1, 2014 36,535 36,535 36,535 36,535

March 31, 2014 36,535 36,535 36,535 36,535

21,2 Dividend policy

In conformity with Article No. 79 of the Corporate Act and unless otherwise unanimously agreed by
shareholders, the public companies are obligated to pay to their shareholders a mandatory minimum cash
dividend equivalent to 30% of the profit for the period in proportion to the shares they own or as

The Company recorded accumulated losses and a loss for the period; therefore, no dividends were paid.

21,3 Shareholders

The Companys shareholders are as follows:

Name
Percentages
March 31,
2014
December 31,
2013
Carlos Ros Velilla 0,003% 0,003%
Global Public Services S.A. 99,997% 99,997%
Total 100% 100%

Pg 484 of 648
&)

21,4 Capital management

Capital management relates to the administration of the Companys equity. Inversiones Alsacia S.A. and
subsidiaries capital management has the purpose of maintaining a balance between the cash flows
investments in assets that allow maintaining an operation compliance level covering an adequate leverage
level thus optimizing the return for shareholders and maintaining a conservative financial position.

established in the bond issuance contract. Under these policies, investment are made only in banks or
the bond issuance contract, the Company is obligated to maintain a reserve including the funds required
to cover 1 month of operating expenses and 6 months of investments in major overhaul. These conditions
were modified as explained in Note 33.4. In addition, these agreements require that the Company, beyond
its own policies, maintain a responsible financial position, comply with a series of financial ratios and the
Company is also subject to restrictions to perform investments in property, plant and equipment and pay
dividends.


At March 31, 2014 and December 31, 2013, other reserves are as follows:

Other reserves
2014 2013
ThCh$ ThCh$
Initial balance (1) (1,787,002) (1,787,002)
Total (1,787,002) (1,787,002)

Chile to International Financial Reporting Standards, which resulted in a Reserve in Equity,

Pg 485 of 648
&*


by minority investors,

Subsidiary
Percentage of non-
equity
Equity in profit or loss of
investee
2014
%
2013
%
2014
ThCh$
2013
ThCh$
2014
ThCh$
2013
ThCh$

IASA de Colombia Ltda. - 0.01 - - - -

Total non-controlling interest - 0.01 - - - -

IASA de Colombia Ltda, is a company incorporated under the standards of the Republic of Colombia
which was undergoing a liquidation process that started in February 2011 and ended on July 31, 2013.

NOTE 24 REVENUE

At March 31, 2014 and 2013, revenue is detailed as follows:

Revenue
2014 2013
ThCh$ ThCh$
Collection - Troncal N1 20,110,668 18,558,536
Indemnity for early termination of Concession Agreement 261,851 261,851
Static and dynamic advertising in buses 164,021 133,723
Total revenue 20,536,540 18,954,110

Revenue corresponds mainly to the payment of services associated with the Concession Agreement and
the lease of static and dynamic advertising in buses, The revenue related to the indemnity received as a
result of the early termination of the Concession Agreement are recognized as the deferred revenue is
amortized on a straight-line basis as discussed in Note 20, Other non-financial liabilities.

Pg 486 of 648
'+


At March 31, 2014 and 2013, the cost of sales is as follows:

Cost of sales

2014 2013
ThCh$ ThCh$
Salaries and benefits 6,343,107 5,757,496
Operating costs 7,468,939 7,104,420
General expenses 1,023,238 1,221,073
Amortization and depreciation 2,455,241 2,394,003
Total cost of sales 17,290,525 16,476,992


At March 31, 2014 and 2013, administrative expenses are as follows:


2014 2013
ThCh$ ThCh$
Salaries and benefits 789,462 869,128
Amortization and depreciation 168,426 153,882
Total administrative expenses 2,801,165 2,552,703

NOTE 27 OTHER INCOME / OTHER EXPENSES PER FUNCTION

At March 31, 2014 and 2013, other income by type is as follows:


2014 2013
ThCh$ ThCh$
Income from paramedic contribution Mutual C,CH,C, 8,450 7,200
Sale of scrap - 409
Indemnity for bus sinister 100 67,101
Leases 22,523 -

Pg 487 of 648
'!

At March 31, 2014 and 2013, other expenses by type are as follows:

2014 2013
ThCh$ ThCh$
Disposal of assets (overhaul) 5,966 49,305
Non-deductible expenses 913 5,110
Additional tax 393,077 345,474
Other expenses by type - 6,255
Non-operating fines - 2,961
Total other expenses by type 399,956 409,105


At March 31, 2014 and 2013, finance income is as follows:

Finance income
2014 2013
ThCh$ ThCh$
Interest on loan with related party (1 and 2) 2,480,480 2,217,377
Total finance income 2,528,341 2,402,469

(1) The loan granted to Express de Santiago Uno S.A. amounts to US$198,709,385 and accrues
interest at an annual rate of 8.5% which is payable semi annually. The amortization of principal is
as follows:

02-18-2011 0,00% 02-18-2015 7,78%
08-18-2011 0,00% 08-18-2015 6,03%
02-18-2012 3,45% 02-18-2016 8,51%
08-18-2012 3,00% 08-18-2016 6,38%
02-18-2013 6,31% 02-18-2017 10,19%
08-18-2013 4,72% 08-18-2017 8,36%
02-18-2014 7,67% 02-18-2018 11,94%
08-18-2014 5,54% 08-18-2018 10,11%

(2) The loan granted to Panamerican Investment amounts to US$72,118,294.94, accrues interest at an
annual rate of 8.05% and is payable on a single installment on August 20, 2018.
Pg 488 of 648
'#


At March 31, 2014 and 2013, finance costs are as follows:

Finance costs

2014 2013
ThCh$ ThCh$
Bank commissions and expenses 4,851 4,123
Finance interest (1) 4,268,481 3,805,284
Adjustment of options and forward to market value (1,110,516) 2,212,426
Interest from banks and other financial institutions 103,171 15,181
Total finance costs 3,265,987 6,037,014

(1) At March 31, 2014 and 2013, this balance includes interest paid and accrued in relation to the bond
issued by the Company.


At March 31,

2014 2013

36,535 36,535

(89.66) (101.46)

Pg 489 of 648
'$


31,1 Foreign currency translation difference recognized in profit or loss

At March 31, 2014 and 2013, gains (losses) resulting from the translation of assets and liabilities in foreign
currencies other than the functional currency were recognized in profit or loss as follows:

Gains (losses) from translation of assets and liabilities in foreign
currency

2014 2013
ThCh$ ThCh$
Assets in foreign currency 6,153,664 (277,015)
Total foreign currency translation difference (3,211,856) 1,035,434

31,2 Assets and liabilities in foreign currency

At March 31, 2014 and December 31, 2013, assets and liabilities in foreign currency are as follows:

Classes of current assets

Currency

2014 2013
ThCh$ ThCh$
Non-adjustable
pesos

United States
dollars
2,353,830 4,681,741
- 3,148,824
Subtotal 2,353,830 7,830,565
Non-adjustable
pesos - -
United States
dollars - 5,123,085
Subtotal - 5,123,085
Non-adjustable
pesos 517,715 836,126
Subtotal 517,715 836,126
Non-adjustable
pesos 9,057,992 7,280,972
Subtotal 9,057,992 7,280,972
Non-adjustable
pesos 1,061,973 1,165,615
United States
dollars 30,259,034 36,866,558
Subtotal 31,321,007 38,032,173
Inventories
Non-adjustable
pesos 1,350,586 1,273,293
Subtotal 1,350,586 1,273,293
Current tax assets
Non-adjustable
pesos 465,114 735,535
Subtotal 465,114 735,535

Pg 490 of 648
'%

Classes of non-current assets

Currency

2014 2013
ThCh$ ThCh$
Subtotal 10,052,137 11,564,671
Subtotal 111,993 111,993
Subtotal 86,040,449 87,657,433
Equity accounted investees
Subtotal - -
Intangible assets other than goodwill
Subtotal 7,020,245 7,345,218
Subtotal 33,517,336 35,549,979
Deferred tax assets
Subtotal 8,131,360 6,560,217

Classes of financial liabilities

Currency

2014 2013
ThCh$ ThCh$
Subtotal 41,116,991 48,264,641
1,047,404 1,047,404
United States dollars 618,849 599,902
Subtotal 13,006,021 12,656,008
Subtotal 468,638 468,528
Other provisions
Subtotal 3,348,659 2,447,712
Current tax liabilities
Subtotal 53,605 57,580

Pg 49l of 648
'&

Classes of non-current liabilities

Currency

2014 2013
ThCh$ ThCh$
Subtotal 160,697,962 171,618,958
4,151,217 4,015,050
United States dollars - -
Subtotal - -


At March 31, 2014 and 2013, the gain (loss) from assets and liabilities in unidad de fomento is as follows:


2014 2013
ThCh$ ThCh$
Gain (loss) from the adjustment of assets and liabilities in unidad de fomento (95,290) (35,212)
Total gain (loss) from assets and liabilities in unidad de fomento (95,290) (35,212)


33,1 Pledged shares

The Companys shares were pledged by its shareholders in favor of Banco Santander Chile as the
custodian of the guarantees securing the issued bonds.

33,2 Direct guarantees

The Company has mortgaged its main assets in favor of Banco Santander Chile as the custodian of the
guarantees securing the issued bonds.

33,3 Guarantees from third parties

At the reporting date, the Company has not received any significant guarantees from third parties.

Pg 492 of 648
''

33,4 Restrictions

As a bond issuer, the Company is obligated to comply with certain obligations and restrictions that secure
the issued bonds.





4. The Company must provide quarterly and annual financial statements and an activity analysis to the
bond holders.



7. The Company, along with its related party Express de Santiago Uno S.A., need to maintain a
minimum debt service coverage ratio (DSCR) of 1,10x starting from April 2012. Should this ratio not
be complied with, bond holders can request the beginning of an Early Amortization Period as defined
in the Indenture (bond issuance contract).

In the Essential Event sent to the Chilean Superintendence of Securities and Insurance on August 5,
2013, the Company reported that at July 31, 2013 it did not comply with the minimum requirement for the
DSCR and the minimum balance to be maintained in the reserve O&M Account.

On October 18, 2013, the Company obtained from the bond holders a waiver in relation to the mentioned
non-compliance and an approval for modifying some financial restrictions, including:

(a) DSCR: No minimum for the measurement period ending on October 31, 2013; minimum of 0,60x for
the measurement periods ending on January 31 and April 30 2014; minimum of 1,20x for the
measurement periods ending between July 31, 2014 and April 30, 2017; and minimum of 1,60x for
the measurement periods ending on July 31, 2017 and after.

The formula used to estimate the DSCR was also modified by including in the numerator the
measurement period.

Pg 493 of 648
'(

(b) Minimum balance to be maintained in the Reserve O&M Account: the minimum required balance
was changed from 1 month to 1 week of operating expenses for the period ended until October 31,
2014; and 2 weeks from the period ending on November 1, 2014 and after.

balance was changed from 6 months to 1 month of expenses for the period ended until April 30,
2017; and 6 months from the period ending on May 1, 2017 and after.

At March 31, 2014 and December 31, 2013, Inversiones Alsacia S.A. has complied with all the restrictions
and covenants required by its financial obligations; it also complied, along with Express de Santiago Uno
S.A., with the DSCR at January 31, 2014.

33,5 Lawsuits

At March 31, 2014 and December 31, 2013, the Companys lawsuits are as follows:

1. On August 13, 2009, the Company was notified of a high-value lawsuit for compensation of damages
th
Civil Court of Santiago under No,C-999-
2009 by Mitzi Paola Barra Vargas due to an accident that occurred on January 26, 2009, On
December 30, 2013, the final ruling requiring the Company to pay $50,000,000 as compensation for
moral damage was confirmed, Management is processing the coverage amount of the related
insurance.

2. On July 14, 2010, the Company was notified of a high-amount lawsuit for compensation of damages
th
Civil Court of Santiago under No,C-5,726-
2010 by Hugo Arnaldo Escobar Mellado due to a run over occurred on December 13, 2005, On
December 12, 2013, the final ruling rejected the civil lawsuit against the Company and the appeal by
the plaintiff is pending, Notwithstanding the above, this procedure is covered by insurance.

3. On August 4, 2011, the Company was notified of a lawsuit for compensation of damages in the
amount of $120,070,000 filed at the 17th Civil Court of Santiago under No,C-14,525-2011 by Julia
Amelia del Carmen Zenteno Rojas due to a run over occurred on August 11, 2007, The final ruling
presented on October 24, 2013 sentenced the Company to pay $5,000,000 as compensation for non-
pecuniary damage. That sentenced was appealed by the applicant dated March 11, 2014, that
appeal is pending. Notwithstanding the foregoing, this case features coverage of an insurance policy.

4. On April 3, 2011, the Company was notified of a lawsuit for compensation of damages in the amount
of $160,000,000 which was filed at the 8
th
Civil Court of Santiago under No,C-17,654-2011 by Rosa
Virginia Lemus Salinas due to a run over occurred on October 23, 2008, On October 22, 2013, the
case entered the evidencing period, notification is pending, Notwithstanding the above, this
procedure is covered by insurance.

5. On October 29, 2011, the Company was notified of a high amount lawsuit for compensation of
th
2010 by Carlina Alicia Cartagena Mndez due to a run over occurred on May 5, 2009, The final ruling
presented on May 13, 2013 sentenced the Company to pay $20,000,000 as compensation for non-
pecuniary damage, This ruling was appealed by the Company on June 3, 2013, the resolution is
pending, This procedure is not covered by insurance.

Pg 494 of 648
')

6. On May 7, 2012, the Company was notified of a high amount lawsuit for compensation of damages in
the amount of $135,531,414 filed at the 7
th
Civil Court of Santiago under No,C-3,905-2012 by Edith
Riquelme Lagos due to a run over occurred on July 8, 2011, The final ruling presented on April 15,
2013 sentenced the Company to pay $21,131,414, This ruling was appealed by the Company on
May 27 2013, the resolution is pending, Notwithstanding the above, this procedure is covered by
insurance.

7. On December 21, 2012, the Company was notified of a lawsuit for compensation of damages in the
th
Civil Court of Santiago under No,C-15,175-2012 by Rodolfo
Alejandro Barrera Padilla due to a run over occurred on September 20, 2010, Completion of the
evidencing period is pending, Notwithstanding the above, this procedure is covered by insurance.

8. On December 12, 2013, the Company was notified of a high amount lawsuit for compensation of
th
2013 by Carmen Andrade Carrasco due to an accident occurred on March 23, 2012, The procedure
is expected to begin its evidencing stage, Management is processing the coverage of the related
insurance.

9. Inversiones Alsacia S.A. is part in other minor legal procedures (as plaintiff and defendant),
Management along with the Companys legal advisors estimate that these lawsuits will not have a
significant effect on the financial statements considering that most of them are covered by insurance
and, as a result, the Company will only have to pay the related insurance deductible.
Pg 495 of 648
'*

NOTE 34 SANCTIONS

At March 31, 2014, the Company presents the following discounts related to the regularity and frequency
indicators established in the Concession Agreement:

Total discounts for ICR (Regularity compliance index): ThCh$284,058.
Total discounts for ICF (Frequency compliance index): ThCh$309,562
Total discounts for ICPKH (new ICT: service fulfillment ratio): ThCh$469,886.

Starting from May 1, 2012, the ICT (service fulfillment ratio) which is a compliance index established in the
Concession Agreement replaced the ICPKH (Kilometer-Hour Program Compliance Index) which was in
force up to April 30, 2012.


NOTE 35 ENVIRONMENT

As part of their business strategy, Inversiones Alsacia S.A. and subsidiaries have defined the care and
respect for the environment as a priority, As a result, they have taken several actions to make operations
more efficient thus reducing environmental impacts.

Disbursements made during 2014 and 2013 were as follows:





Between April 1, 2014 and the date of issuance of these consolidated financial statements, there have

Pg 496 of 648

EXPRESS DE SANTIAGO UNO S.A. AND SUBSIDIARY

Consolidated Financial Statements
December 31, 2013

Pg 497 of 648
Pg 498 of 648
Pg 499 of 648


CONTENTS

Independent Auditors Report
Consolidated Classified Statements of Financial Position
Consolidated Statements of Comprehensive Income per Function
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements

CL$ - Chilean Pesos

Pg 500 of 648

CONTENTS

Contents page

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------------------------------ 1
2.1 Basis of preparation -------------------------------------------------------------------------------------------------------------- 5
2.2 New standards and interpretations issued by the IASB ----------------------------------------------------------------- 6
2.3 Basis of consolidation ---------------------------------------------------------------------------------------------------------- 10
2.4 Transactions in foreign currency -------------------------------------------------------------------------------------------- 11
2.5 Property, plant and equipment ----------------------------------------------------------------------------------------------- 12
2.6 Intangible assets other than goodwill -------------------------------------------------------------------------------------- 13
2.7 Impairment loss on non-financial assets ---------------------------------------------------------------------------------- 14
2.8 Financial assets ----------------------------------------------------------------------------------------------------------------- 14
2.9 Derivatives and hedging activities ------------------------------------------------------------------------------------------ 16
2.10 Inventories ------------------------------------------------------------------------------------------------------------------------ 16
2.11 Trade and other receivables -------------------------------------------------------------------------------------------------- 16
2.12 Cash and cash equivalents --------------------------------------------------------------------------------------------------- 16
2.13 Share capital --------------------------------------------------------------------------------------------------------------------- 16
2.14 Trade and other payables ----------------------------------------------------------------------------------------------------- 17
2.15 Other financial liabilities ------------------------------------------------------------------------------------------------------- 17
2.16 Income taxes and deferred taxes ------------------------------------------------------------------------------------------- 17
2.17 Provisions ------------------------------------------------------------------------------------------------------------------------- 18
2.18 Revenue recognition ----------------------------------------------------------------------------------------------------------- 18
2.19 Leases ----------------------------------------------------------------------------------------------------------------------------- 19
2.20 Overhaul --------------------------------------------------------------------------------------------------------------------------- 19
2.21 Dividend policy ------------------------------------------------------------------------------------------------------------------- 19
2.22 Non-current assets (or disposal groups) held for sale ----------------------------------------------------------------- 19
2.23 Other non-financial liabilities ------------------------------------------------------------------------------------------------- 19
2.24 Rights receivable ---------------------------------------------------------------------------------------------------------------- 20
2.25 Environment ---------------------------------------------------------------------------------------------------------------------- 20
3.1 Concentration and management of credit risk --------------------------------------------------------------------------- 20
3.2 Exchange risk management -------------------------------------------------------------------------------------------------- 20
3.3 Fuel price risk management -------------------------------------------------------------------------------------------------- 21
3.4 Interest rate risk management ----------------------------------------------------------------------------------------------- 21
3.5 Liquidity risk ---------------------------------------------------------------------------------------------------------------------- 21
3.6 Market risk management ------------------------------------------------------------------------------------------------------ 21
6.1 Financial instruments by category ------------------------------------------------------------------------------------------ 26
6.2 Credit quality of financial assets --------------------------------------------------------------------------------------------- 28
6.3 Fair value estimates ------------------------------------------------------------------------------------------------------------ 28
NOTE 7 OTHER NON-FINANCIAL ASSETS, CURRENT ----------------------------------------------------------------------- 29
Pg 50l of 648

CONTENTS

NOTE 9 BALANCES AND TRANSACTIONS WITH RELATED PARTIES ------------------------------------------------- 31
9.1 Accounts receivable due from related parties ---------------------------------------------------------------------------- 31
9.2 Accounts payable due to related parties ---------------------------------------------------------------------------------- 32
9.3 Transactions with related parties -------------------------------------------------------------------------------------------- 33
9.4 Payments to the Board of Directors and key management personnel --------------------------------------------- 33
NOTE 12 RIGHTS RECEIVABLE ------------------------------------------------------------------------------------------------------ 35
NOTE 18 OTHER CURRENT PROVISIONS ---------------------------------------------------------------------------------------- 46
NOTE 19 OTHER NON-CURRENT NON-FINANCIAL LIABILITIES --------------------------------------------------------- 46
20.1 Share capital --------------------------------------------------------------------------------------------------------------------- 48
20.2 Dividend policy ------------------------------------------------------------------------------------------------------------------- 48
20.3 Shareholders --------------------------------------------------------------------------------------------------------------------- 49
20.4 Capital Management ----------------------------------------------------------------------------------------------------------- 49
NOTE 23 REVENUE ----------------------------------------------------------------------------------------------------------------------- 51
NOTE 24 COST OF SALES ------------------------------------------------------------------------------------------------------------- 51
NOTE 25 - OTHER INCOME / OTHER EXPENSES PER FUNCTION --------------------------------------------------------- 51
NOTE 26 ADMINISTRATIVE EXPENSES ------------------------------------------------------------------------------------------- 52
NOTE 28 FINANCE COSTS ------------------------------------------------------------------------------------------------------------- 53
NOTE 29 EARNINGS (LOSSES) PER SHARE ------------------------------------------------------------------------------------ 53
NOTE 30 FOREIGN CURRENCY TRANSLATION DIFFERENCES ---------------------------------------------------------- 53
30.1 Foreign currency translation difference recognized in profit or loss ------------------------------------------------ 53
30.2 Assets and liabilities in foreign currency ---------------------------------------------------------------------------------- 54
32.1 Pledged shares ------------------------------------------------------------------------------------------------------------------ 56
32.2 Direct guarantee ----------------------------------------------------------------------------------------------------------------- 56
32.3 Guarantees from third parties ------------------------------------------------------------------------------------------------ 56
32.4 Restrictions ----------------------------------------------------------------------------------------------------------------------- 56
32.5 Lawsuits --------------------------------------------------------------------------------------------------------------------------- 58
NOTE 33 SANCTIONS (NON-AUDITED) -------------------------------------------------------------------------------------------- 60
NOTE 34 ENVIRONMENT (NON-AUDITED) --------------------------------------------------------------------------------------- 60
NOTE 35 GOING CONCERN ----------------------------------------------------------------------------------------------------------- 61
NOTE 37 - RESTATEMENT OF THE FINANCIAL STATEMENTS AT DECEMBER 31, 2012 -------------------------- 62

Pg 502 of 648



Statement of Financial Position Note 2013 2012
ThCh$ ThCh$
Assets

Current assets
Cash and cash equivalents 5 4,808,067 5,355,574

- -
Other non-financial assets 7 2,537,834 2,144,615
Trade and other receivables 8 8,863,834 5,277,372
Accounts receivable due from related parties 9 1,393,959 538,248
Rights receivable 12 7,700,716

-
Inventories 10 1,557,823 2,438,595
Current tax assets 11 570,485 353,895
Total current assets !"#$%!#"&' 16,108,299

Non-current assets
Rights receivable 12 21,035,280 27,808,630
Accounts receivable due from related parties 9 - 12,525,031
Intangible assets other than goodwill 13 21,067,810 24,985,173
Property, plant and equipment 14 48,644,285 60,383,427

TOTAL ASSETS 118,180,093 141,810,560

Pg 503 of 648



Statement of financial position Note 2013 2012

ThCh$ ThCh$

Current liabilities

Other financial liabilities 16 95,471

-
Trade and other payables 17 "#$%%&$'#"

13,968,546
Accounts payable due to related parties 9 37,534,671

17,727,894
Other provisions 18 883,384

748,247
Other non-financial liabilities 19 3,803,001

3,726,619

Total current liabilities

62,201,818

36,171,306



-

78,090,856
Other non-financial liabilities 19 "($&)%$*%&

18,011,988
Deferred tax liabilities 15 1,395,054

3,989,743

Total non-current liabilities

)"#''*#+%&

100,092,587

TOTAL LIABILITIES

120,082,449

136,263,893

Equity

Share capital 20 21,887,304

21,887,304
Accumulated deficit

(24,005,228)

(16,556,205)
Other reserves 21 215,568

215,568
Equity attributable to owners of the parent

(1,902,356)

5,546,667

Non-controlling interest 22 -

-

Total equity

(1,902,356)

5,546,667

TOTAL LIABILITIES AND EQUITY

118,180,093

141,810,560
Pg 504 of 648



Statement of profit or loss Nota 2013 2012

ThCh$ ThCh$

Profit (loss)

Revenue 23 132,251,147

120,726,125
Cost of sales 24 (116,814,607)

(112,403,845)
Gross profit

15,436,540

8,312,780
Other income per function 25 629,708

1,471,744
Administrative expenses 26 (13,151,236)

(7,750,550)
Other expenses per function 25 (362,511)

(310,926)
Finance income 27 853,602

808,020
Finance cost 28 (6,549,186)

(8,048,541)
Foreign currency translation difference 30 (6,689,134)

7,868,189
Gain (loss) from assets and liabilities in unidad de fomento 31 (211,497)

(21,592)
(Loss) profit before tax

(10,043,716)

2,329,124
Income tax expense 15 2,594,691

(11,161,665)

Loss from continuing operations

(7,449,023)

(8,832,541)
Loss from discontinued operations

-
Loss

(7,449,023)

(8,832,541)

Loss attributable to owners of the parent

(7,449,023)

(8,832,541)
Loss

(7,449,023)

(8,832,541)

Earnings per share

Basic earnings per share

Basic loss per share in continuing operations 29 (39.47)

(46.80)


(39.47)

(46.80)

Diluted earnings per share

Diluted loss per share in continuing operations 31 (39.47)

(46.80)

(39.47)

(46.80)
Pg 505 of 648



2013 2012
Note ThCh$ ThCh$

Loss

(7,449,023) (8,832,541)
Components of other comprehensive income,
before tax


Gain (loss) from assets and liabilities in unidad
de fomento

- -
Foreign currency translation gain (loss) before
tax

- -
Other comprehensive income, before taxes,
foreign currency translation differences

- -

Other components of other comprehensive
income before tax

- -


- -

(7,449,023) (8,832,541)


(7,449,023) (8,832,541)
Non-controlling interest
- -

(7,449,023) (8,832,541)

Pg 506 of 648




For the twelve-month period ended December 31, 2013

Note Share capital
Revaluation
surplus
Other sundry
reserves
Other
reserves
Retained
earnings
(accumulated
deficit)
Equity
attributable to
owners of the
parent
Non-controlling

Balance at January 1, 2013 20.1 21,887,304 - - 215,568 (16,556,205) 5,546,667 - 5,546,667
Increase (decrease) due to changes in
accounting policies

-

-

-

-

-

-

-

-
Increase (decrease) due to correction of
errors

- - - - - - - -
Restated initial balance 21,887,304 - - 215,568 (16,556,205) 5,546,667 - 5,546,667

Changes in equity
Comprehensive income - - - - - - - - -
Gain (loss) - - - - - (7,449,023) (7,449,023) - (7.449.023)
Comprehensive income - - - - (7,449,023) (7,449,023) - (7.449.023)

Increase (decrease) due to transfers
and other changes 21

-

-

-

-

-

-

-

-

Total changes in equity - - - - - - - -

Balance at December 31, 2013
21,887,304 - - 215,568 (24,005,228) (1,902,356) - (1,902,356)

Pg 507 of 648




For the twelve-month period ended December 31, 2012

Note Share capital
Revaluation
surplus
Other sundry
reserves
Other
reserves
Retained
earnings
(accumulated
deficit)
Equity
attributable to
owners of the
parent
Non-controlling

Balance at January 1, 2012 20.1
21,887,304 - - (319,426) (7,723,664) 13,844,214 - 13,844,214
Increase (decrease) due to changes in
accounting policies

- - - - - - - -
Increase (decrease) due to correction of
errors

- - - - - - - -
Restated initial balance 21,887,304 - - (319,426) (7,723,664) 13,844,214 - 13,844,214

Changes in equity

Comprehensive income -
- - - - - - - -
Gain (loss) -
- - - (8,832,541) (8,832,541) - (8,832,541)
Comprehensive income - - - - (8,832,541) (8,832,541) - (8,832,541)

Increase (decrease) due to transfers
and other changes

21 - - - 534,994 - 534,994 - 534,994

Total changes in equity - - - 534,994 (16,556,205) 5,546,667 - 5,546,667

Balance at December 31, 2012
21,887,304 - - 215,568 (16,556,205) 5,546,667 - 5,546,667

Pg 508 of 648



For the twelve-month period ended December 31, 2013 and 2012


2013

2012

Nota ThCh$

ThCh$


Cash receipts from sale of goods and rendering of services

120,921,273 117,139,476

Other cash receipts from operating activities

162,281 334,638


Cash payments to suppliers for goods and services

(80,786,007) (72,129,862)


(40,880,607) (32,391,875)


(189,639) (1,900,336)
Net cash from (used in) operating activities

(772,699) 11,052,041

Other payments to acquire equity or debt securities belonging to other
entities

(85,233,090) (163,654,315)

Loans to related parties

- (17,092,721)

Acquisitions of property, plant and equipment

(145,012) (85,483)

Other receipts to acquire equity or debt securities belonging to other
entities

85,601,072 168,868,074

Interest received - -

Other cash inflows (outflows)

- -
Net cash from (used in) investing activities

222,970 (11,964,445)

Proceeds from loans from related parties

-

Repayment of loans

-

Interest paid

-
Net cash from (used in) financing activities

-

exchange rate

(549,729) (912,404)

Effect of movements in exchange rate on cash held

2,222

68,198
Net increase (decrease) in cash and cash equivalents

(547,507) (844,206)

Cash and cash equivalents at January 1

5 5,355,574

6,199,780
Cash and cash equivalents at December 31
5
4,808,067 5,355,574

Pg 509 of 648

1
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


The parent, Express de Santiago Uno S.A., was recorded on January 27, 2005 in the securities register of
the Chilean Superintendence of Securities and Insurance (Superintendencia de Valores y Seguros, SVS)

on May 9, 2010.

Express de Santiago Uno S.A. was incorporated as a closely held corporation via public deed dated
November 22, 2004; this company is engaged mainly on providing passenger public transport services in
the tendered roads of Santiago de Chile as well as any other activity related to this business purpose.


The Companys registered address is El Roble No.200, Pudahuel, Santiago, Chile.


In conformity with its by-laws, the Companys share capital amounts to twenty-one billion eight hundred
eighty-seven million three hundred four thousands Chilean pesos (ThCh$21,887,304) which is divided into
one hundred eighty-eight thousand seven hundred twenty same series shares (188,720) with no par
value. The Companys shares are distributed as follows:

Shareholder
Paid
shares
Ownership
percentage

Carlos Ros Velilla
Inversiones Eco Uno S.A.

1
188,719

0.01%
99.99%
Total 188,720 100%

Express de Santiago Uno S.A. is controlled by Inversiones Eco Uno S.A. which directly owns 99.99% of

Pg 5l0 of 648

2
Inversiones Eco Uno S.A. is a closely held corporation controlled by Global Public Services S.A.



scenario, Express de Santiago Uno S.A. was created to be part of the bidding process and was awarded
the operation of Troncal No.4, one of the main roads going through Santiago from west to east.

On October 2, 2005, the Company and its subsidiary started to provide passenger public transport
services in relation to the business unit Troncal No.4 of Transantiago; this involved the operation of 412
buses at the beginning of the transition stage up to a total of 606 buses before the beginning of the normal
service stage.

which was expected to last through 2007. By the end of 2007, Express de Santiago Uno S.A. and
subsidiary already had a fleet of 666 operating buses and a supplementary fleet of 252 buses.

In 2008, 25 additional B7 buses (12 meters) were incorporated to complete a fleet of 691 buses.


In February 2011, 193 new B7 buses (12 meters) were incorporated to the fleet; therefore, the fleet was
formed by 890 buses.


On January 28, 2005, Express de Santiago Uno S.A. signed a Concession Agreement for the use of
roads located in the city of Santiago to provide paid passenger public transport services with the Ministerio
de Transportes y Telecomunicaciones (hereinafter also MTT). This agreement was signed as a result of
the bidding process carried out by the MTT under Article No.30 of Law No.18.696.


Pg 5ll of 648

3
156 months.

At the same time of the signing of the Agreement, the Company provided the Ministerio de Transportes y
Telecomunicaciones a compliance guarantee formed by an insurance policy at the name of the
Subsecretara de Transportes in conformity with the conditions included in article 3.4.6 of the
Transantiago 2003 bidding basis, for an amount of UF178,000. Under the terms of the Concession
Agreement, the policy was renewed up to October 31, 2012.

On June 30, 2006, Express de Santiago Uno S.A: and the Ministerio de Transportes y
Telecomunicaciones signed an amendment to the Concession Agreement with the purpose of maintaining
the economic-financial balance stipulated in the Transantiago 2003 bidding basis, establishing February
10, 2007 as the new date for the normal service stage.

On February 10, 2007, Express de Santiago Uno S.A: and the Ministerio de Transportes y
Telecomunicaciones signed an amendment to the Concession Agreement with the purpose of
incorporating an additional supplementary route covered by 252 buses without Transantiago standards to
increase the service offer.

The normal service stage began on February 10, 2007 including the creation of new routes and the
elimination of old routes in order to implement the new route structure based on one main feeding system
with five highways and nine feeding services.

As a result of this change, there were throngs at peak hours which were resolved gradually by means of
implementing paid zones and the efficient operation of the Company in peak hours.

By the end of May 2007, the Ministerio de Transportes y Telecomunicaciones started negotiations with all
operators in order to modify the Concession Agreement to correct the problems arisen during the start-up
of the service.

These negotiations included issues such as: modification of service hours, incorporation of a quota-hour
compliance ratio to the payment formula. In addition, the mechanism to estimate the payment per
transported passenger (PPTP) was changed to improve the service and control payment evasion. Finally,
another amendment was made to the Concession Agreement on November 13, 2007, which included the
acquisition of 85 standard Transantiago buses for the new super express services incorporated by the
Company during the first months of 2008.

As established by Article 5.1.2 of the Transantiago 2003 bidding basis, Express de Santiago Uno S.A.
stated in its economic offer that it will pay as a contribution to the technical reserve the amount of
UF2,391,707.00 based on a payment scheme that started in 2005 and ended on July 1, 2009 with the
payment of an installment of UF849,181.00, equivalent to US$33.4 million. This payment completed the
contractual requirement and, at the exchange rate on the date of each payment, increased to US$89.4
million.

Pg 5l2 of 648

4

Telecomunicaciones and was replaced by a new agreement which was signed by the parties on
December 21, 2011 and became effective on May 1, 2012.

agreement between the Ministerio de Transportes y Telecomunicaciones and Express de Santiago Uno
S.A. which establishes as final indemnity for the early termination of the Concession Agreement the
amount of UF1,321,468. For purposes of these consolidated financial statements, this indemnity was
recorded as deferred income (Note 20) and it is amortized on a straight-line basis in operating profit over
the duration of the Concession Agreement. The payment schedule is as follows:

Payment date Amount in UF
01.31.2014 330,367
01.31.2015 198,220
01.31.2016 198,220
01.31.2017 264,294
10.20.2018 330,367

At December 31, 2013 and 2012, the Company has recognized ThCh$3,752,692 and ThCh$2,466,824 as
payment of indemnity within revenue in the consolidated statements of comprehensive income per
function.

To receive the payments of installments in the above dates, the Company must comply with the following
requirements:

(a) Gradually improving the ICR and ICF Indexes from the beginning of the new agreement and being
5% or less than 5% for the first payment of 2014. For future payments, this requirement must also
be 5% or less than 5%.
(b) Replacing the committed buses (this was done in 2012).
(c) Paying the quotas related to the bond issued by Inversiones Alsacia S.A. of which Express de
Santiago Uno S.A. is guarantor.
(d) Bond holders not having accelerated the debt due to causes stipulated in the Indenture.

In case one of the conditions above has not been met at payment dates, the related installment will
accumulate and will be paid with the last installment. If, at any time during the remaining concession
period the contract is terminated, the indebted amounts will not be paid by the Ministerio de Trasnportes y
Telecomunicaciones.

Pg 5l3 of 648

5



The consolidated financial statements of Express de Santiago Uno S.A. and subsidiary at December 31,
2013 have been prepared in conformity with the standards issued by the Chilean Superintendence of
(hereinafter IFRS) issued by the International Accounting Standards Board (IASB). It is important to note
that the accounting treatment of the indemnity agreed and paid by the Ministerio de Transportes y
Telecomunicaciones due to the early termination of the Concession Agreement has been recorded and
presented in these financial statements as required by the SVS in its Official Letter No.17.966 dated
August 12, 2013 and Official Letter No.6.703 dated March 12, 2014.

The consolidated financial statements of Express de Santiago Uno S.A. and subsidiary comprise the
consolidated classified statement of financial position, consolidated statement of comprehensive income
per function, consolidated statement of cash flows, consolidated statement of changes in equity and
accompanying noted including disclosures related to the consolidated financial statements.

The consolidated financial statements reflect fairly the Companys financial position and equity at
December 31, 2013 as well as the results of its consolidated operations, changes in equity and cash flows
for the year then ended.

The consolidated financial statements of Express de Santiago Uno S.A. and subsidiary include: the
consolidated statements of financial position at December 31, 2013 and 2012; the consolidated
statements of changes in equity at December 31, 2013 and 2012; the consolidated statements of
comprehensive income per function for the years ended December 31, 2013 and 2012; and the,
consolidated statements of cash flows for the years ended December 31, 2013 and 2012.

The consolidated financial statements of Express de Santiago Uno S.A. and subsidiary have been
prepared on a going concern basis.

Express de Santiago Uno S.A. is guarantor of the obligations resulting from the issuance of a bond under
regulation 144-A by the related party Inversiones Alsacia S.A.; this bond represents the Companys only
financial obligation with third parties.

Account which is managed by Inversiones Alsacia S.A.

transferred between the companies based on the Licensees needs.

Pg 5l4 of 648

6
with the financial statements of the related party Inversiones Alsacia S.A.

Directors of Express de Santiago Uno S.A. which approved such consolidated financial statements in
March 31, 2014.

The preparation of the consolidated financial statements in conformity with IFRS requires the use of
certain accounting estimates and criteria. It also requires management to apply judgment in the application
of accounting policies.




The following is a summary of the new standards, interpretations and improvements issued by the
International Accounting Standards Board (IASB):

New accounting pronouncements

Improvement and amendments to IFRS as well as interpretations issued during the year are detailed
below. At the dates of these consolidated financial statements these standards are not yet effective and
have not been early adopted by the Company.

New Standard

Effective Date

IFRS 9 Financial Instruments
January 1, 2015

Pg 5l5 of 648

7






On 16 December 2011, the IASB issued Mandatory Effective Date and Transition Disclosures which
amended the effective date of IFRS 9 for the 2009 and 2010 releases to annual periods beginning on or
after 1 January 2015. Prior to the amendments, the application of IFRS 9 was mandatory for annual
periods beginning on or after 2013. Amendments change the requirements for the transition from IAS 39
Financial Instruments: Recognition and Measurement to IFRS 9. Additionally, these also amend IFRS 7
Financial Instruments: Disclosures to add certain requirements in the reporting period in which the
effective date of IFRS 9 is included.

permitted.

Pg 5l6 of 648

8

Amendments

Effective date

IAS 36 Impairment of Assets Recoverable Amount

January 1, 2014
January 1, 2014

January 1, 2014

January 1, 2014


Management estimates that the adoption of the standards, improvement and amendments described will
not have a significant effect on the consolidated financial statements.



January 1, 2014 and 2013.





Pg 5l7 of 648

9







Pg 5l8 of 648

10

Interpretations

Effective date

IFRIC 21 Levies

January 1, 2014




a) Subsidiaries


accounting policies adopted by Express de Santiago Uno S.A. and subsidiary, the accounting policies of
the subsidiaries are modified.

Pg 5l9 of 648

11
The table below includes the subsidiary included in these consolidated financial statements.

December 31, 2013

Subsidiary
ID Subsidiary name
Country of
origin of
the
subsidiary
Functional
currency
Direct
ownership
percentage
%
Indirect
ownership
percentage
%
Total
ownership
percentage
%

0-E

EXPS de Colombia Ltda.

Colombia

Co$

99.99%

0.00%

99.99%

December 31, 2012

Subsidiary
ID Subsidiary name
Country of
origin of
the
subsidiary
Functional
currency
Direct
ownership
percentage
%
Indirect
ownership
percentage
%
Total
ownership
percentage
%
0-E


Colombia

Co$

99.99%

0.00%

99.99%

EXPS de Colombia Ltda. is a company incorporated under the standards of the Republic of Colombia and
it was undergoing a liquidation process since February 2011 which is expected to be completed during
2015.

b) Non-controlling transactions and interest

Non-controlling interests are presented within net equity in the consolidated classified statement of
financial position. The gain or loss attributable to non-controlling interest is presented within the profit
(loss) for the period in the consolidated statement of comprehensive income per function. The results of
transactions between non-controlling shareholders and the shareholders of companies were ownership is
shared are recorded within equity in the consolidated statement of equity.



Items included in the consolidated financial statements of Express de Santiago Uno S.A. and subsidiary
are stated using the currency of the primary economic environment in which an entity operates (functional
currency). The functional currency of Express de Santiago Uno S.A. and subsidiary is the Chilean peso,
which is also the presentation currency of the consolidated statements of financial position.


Transactions in foreign currency are translated to the functional currency at the exchange rate on the date
of the transaction. Gains and losses arising from the settlement of transactions and the translation of
assets and liabilities in foreign currency are recognized in profit or loss.

Pg 520 of 648

12
c) Translation of foreign currencies and unidad de fomento

At December 31, 2013 and 2012, exchange rates are as follows:

Currency
December 31,
2013
December 31,
2012

US$ 524.61 479.96
Unidad de fomento UF 23,309.56 22,840.75
Colombian peso CO$ 0.27 0.27


equipment and others. The main assets of Express de Santiago Uno S.A. and subsidiary correspond to
buses for public passenger transport.


revaluation method.






received from the sale to the carrying amount of the asset and are recognized in the statement of
comprehensive income per function.

Pg 52l of 648

13
b) Depreciation




years
years

Buildings 10 40
Motor vehicles 5 11





Expenses related to the development or maintenance of computer programs are recognized as expenses
as incurred. Costs directly related to the production of unique and identifiable computer programs
controlled by Express de Santiago Uno S.A. and subsidiary which are likely to generate economic benefits
higher than costs for more than one year are recognized as intangible assets. Direct costs include the
expenses related to the personnel developing the computer programs and any other expense related to
their development and maintenance.

b) Operative technical reserves

passenger transport system. Amounts paid and owed to the Administrador Financiero del Transantiago
(AFT) in relation to the operative technical reserve for the Troncal No.4 business unit are recorded as an
intangible asset that is amortized against operating profit during the operation period of the concession
based on the projected revenue curve to be obtained from the rendering of transport services.

Pg 522 of 648

14


Services.




Express de Santiago Uno S.A. and subsidiary classify its financial assets under the following categories:
at fair value through profit or loss, loans and receivables, financial assets held to maturity and available for
sale. The classification depends on the purpose for which the financial assets were acquired.
Management determines the classification of its financial assets at the date of initial recognition.






Pg 523 of 648

15

Express de Santiago Uno S.A. and subsidiary assess at each reporting date whether there is objective


available for sale. Financial assets held to maturity are classified as non-current except for those maturing
within 12 months from the reporting date which are classified as current.


Available-for-sale financial assets are non-derivative financial assets that are not classified in any of the
above categories of financial assets.

Financial assets available for sale are recorded within non-current assets unless management has the
intent of disposing of the investment during the months after the reporting date.


that Express de Santiago Uno S.A. and subsidiary commit to acquire or sell the asset.


Financial assets are initially recognized at fair value plus transaction costs. Financial assets not measured
at fair value through profit or loss are initially recognized at fair value and transaction costs are recorded
in profit or loss.



expired or have been transferred and Express de Santiago Uno S.A. and subsidiary have transferred


Pg 524 of 648

16

the item being hedged.


2.10 Inventories




Trade receivables are recognized at their nominal amount because their average maturities do not exceed
90 days.

In addition, doubtful accounts are reviewed based on an objective review of all outstanding balances at
each reporting date. Impairment losses related to doubtful accounts are recorded in the statement of
comprehensive income when they arise. Trade receivables are recorded within current assets within trade
and other receivables if they mature within 12 months from the reporting date.


acquisition date.

2.13 Share capital



Pg 525 of 648

17


Express de Santiago Uno S.A. and subsidiary recognize employee vacations on an accrual basis at their
nominal amount.



It is important to note that when the difference between the nominal amount and the fair value is not
significant, the nominal value is used.

maturities.


The income tax expense for the year includes the taxes of Express de Santiago Uno S.A. and subsidiary
based on taxable income for the year along with tax adjustments from prior years and changes in deferred
taxes.

Deferred tax is recognized with respect to temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred taxes are determined using tax rates (and laws) enacted in each country at the date of the
consolidated statement of financial position that are expected to be applied when the deferred tax asset is
realized or the deferred tax liability is settled.

Deferred tax assets are recognized when it is probable that the group entities will have future taxable
profits will be available against which they can be utilized.

Pg 526 of 648

18
2.17 Provisions

Express de Santiago Uno S.A. and subsidiary recognize a provision when they have a contractual
obligation and an obligation has resulted from a past event.


(i) As a result of a past event Express de Santiago Uno S.A. and subsidiary have a present legal or

Express de Santiago Uno S.A. and subsidiarys best estimate. The discount rate used to determine the
present value reflects the current market assessments of the time value of money and the risks specific to
the liability.







Express de Santiago Uno S.A. and subsidiary recognize the revenue from advertising activities when they
can be estimated reliably, it is probable that the economic benefits associated with the transaction will flow
to the entity and the specific conditions for each of the Companys activities are met. Revenue from the
sale of advertising services are recorded when the service has been totally provided. Advertising services
relate to short-term campaigns and, therefore, there is no partial revenue recognition.

a) Revenue from indemnity for change in concession agreement


Pg 527 of 648

19
2.19 Leases


Express de Santiago Uno S.A. and subsidiary lease property, plant and equipment. Assets held by the

reduction of the outstanding liability. Lease liabilities net of the finance expense are recorded within other
financial liabilities. The finance expense is allocated to each period during the lease term so as to produce
a constant periodic rate of interest on the remaining balance of the liability. Assets acquired under finance
leases are depreciated over the lower of their useful lives of lease term.

Leases as lessee operating lease


The Company reviews lease agreements to determine whether there is an embedded derivative. At
December 32, 2013 and 2012, there are not embedded derivatives.

2.20 Overhaul




30% of the profit for the period as described in Note 20.2.





Pg 528 of 648

20
2.24 Rights receivable

Rights receivable are measured at the present value of the right applying a discount rate of 2.5% which is
similar to a debt security in unidades de fomento issued by the Chilean Government (BTU or BCU). The
income related to the indemnity were recorded as a reduction of debts maintained by the Company with
the AFT at the time the amount of the indemnity was agreed; such debts were related to the prior
Concession Agreement.

2.25 Environment




function to the Administrador Financiero del Transantiago. The way in which such revenue is determined
is included in the concession agreement and consists mainly of the following:


The risk of collection is very low as the final client is the MTT, which pays for the services received within
a 15-day period.



As a result of the placement of bonds in the amount of MUS$464,000 made by the related party
Inversiones Alsacia S.A. in February 2011 for which the Company is guarantor, the Company received a
loan from Inversiones Alsacia S.A. in the equivalent in Chilean pesos of MUS$198,709. As most of the
Companys assets are expressed in Chilean pesos, there was a currency mismatch due to the existence
of net liabilities in US dollars.



In thousands of Chilean pesos 12-31-2013 12-31-2012
Assets 118,180,531 141,810,560
Adjustable pesos 21,035,280 23,785,465
Liabilities 118,180,093 141,810,560
US dollars 78,957,472 95,405,852
Net liability in US dollars 78,957,472 95,405,852

Pg 529 of 648

21
At December 31, 2013, the Company reduced its net liabilities in United States dollars. This liability relates
to the long-term loan granted by Inversiones Alsacia S.A.

Considering the mentioned risk factors, the Company periodically assesses the convenience of covering
the Chilean peso/US dollar mismatch.

However, it is important to note that changes in the exchange rate affect the Companys consolidated
financial statements because its obligations are expressed in foreign currency and, therefore, changes,
whether positive or negative are reflected in the foreign currency translation gain (loss) account in the
statement of profit or loss which affects the Companys equity but it does not directly affect cash flows.


3.3 Fuel price risk management

The adjustment formula included in the Concession Agreement includes a variation in the price of diesel
with a weighting of 29%, among other macro economic variables. The weighting of diesel in relation to
total costs is similar to the weighting in the revenue index. Accordingly, the Company does not consider
there is a risk related to the fuel price.



3.5 Liquidity risk


significant investments have been made or are planned to be made in the medium term.


3.6 Market risk management

The Companys main market risk relates to the fluctuation of the Chilean peso compared to the United
States dollar.


Pg 530 of 648

22







Express de Santiago Uno S.A. and subsidiary make investments and assumptions in relation to the future.



The management of Express de Santiago Uno S.A. and subsidiary estimate the useful lives and related





Pg 53l of 648

23
available quotas.

d) Deferred taxes

can be utilized.

to debt contracts).

e) Impairment

Financial assets



characteristics.



Pg 532 of 648

24



rata basis.


e) Deferred income

Deferred income is measured at the present value of the indemnity applying a discount rate of 2.5% which
is similar to a debt security in unidades de fomento issued by the Chilean Government (BTU or BCU) net
of the debts maintained by the AFT which are presented in Note 9.

Amortization of deferred revenue is estimated as each of the estimated installments accrues (in UF at
each reporting period).

Pg 533 of 648

25

Cash and cash equivalents comprise cash in bank, mutual funds and other financial investments with
maturities of three months or less from the acquisition date.

At December 31, 2013 and 2012, cash and cash equivalents are as follows:

December 31,
2013
ThCh$
December 31,
2012
ThCh$

Fixed fund 10,774 24,772
Cash in bank 357,656 158,215
Mutual funds Banco Santander (1) 4,439,637 5,172,587
Total cash and cash equivalents 4,808,067 5,355,574

(1) At December 31, 2013, mutual funds correspond to 2,604,229 of quotas from the serie Ejecutiva
with a quota value of $1,704.78.

At December 31, 2013 and 2012, balances of cash and cash equivalents per currency are as follows:

Type of currency
2013 2012
ThCh$ ThCh$

Chilean peso
4,808,067 5,355,574


2013 2012
ThCh$ ThCh$

Cash and cash equivalents 4.808.067 5.355.574
Total cash and cash equivalents 4.808.067 5.355.574

At December 31, 2013 and 2012, there were no restrictions over the use of cash and cash equivalents.

Pg 534 of 648

26


December 31, 2013:


Loans and
receivables
ThCh$
Assets at fair value
through profit or loss
ThCh$
Total
ThCh$

Trade and other receivables - current
8,863,834 - 8,863,834
Accounts receivable due from related parties -
current
1,393,959 - 1,393,959
Rights, current 7,700,716 - 7,700,716
Rights receivable, non-current 21,035,280 - 21,035,280
non-current
- - -


Liabilities at fair
value through
profit or loss
ThCh$
ThCh$
Total
ThCh$

Other financial liabilities - current
- 95,471 95,471
Trade and other payables - current
- 19,885,291 19,885,291
Accounts payable due to related parties - current
- 37,534,671 37,534,671
Other financial liabilities non-current
- 712,745 712,745
Accounts payable due to related parties non-
current
- 41,194,147 41,194,147
Total financial liabilities - 99,422,325 99,422,325

Pg 535 of 648

27

Loans and
receivables
ThCh$
through profit or
loss
ThCh$
Total
ThCh$

5,277,372 - 5,277,372
Accounts receivable due from related parties - current
538,248 - 538,248
Rights, non-current 27,808,630 - 27,808,630
Accounts receivable due from related parties non-current
12,525,031 - 12,525,031


Liabilities at fair
value through
profit or loss
ThCh$
Other financial
liabilities
ThCh$
Total
ThCh$

- 17,727,894 17,727,894
Accounts payable due to related parties non-current
- 78,090,856 78,090,856
Total financial liabilities - 109,787,296 109,787,296

Pg 536 of 648

28



ii) Financial investments made by the Company and its subsidiary as described in Note 2.

Current and non-current assets

Currency

December 31,
2013
ThCh$
December, 31
2012
ThCh$
Cash and cash equivalents CL$ 4,808,067 5,355,574
Trade and other receivables without credit rating, current CL$ 8,863,834 5,277,372
Total 13,671,901 10,632,946


The tables below present the fair value per category of financial instrument compared to the current and

Fair value estimate
Carrying
amount
ThCh$
Fair
value
ThCh$
Carrying
amount
ThCh$
Fair
value
ThCh$
4,808,067 4,808,067 5,355,574 5,355,574
Trade and other receivables - current 8,863,834 8,863,834 5,277,372 5,277,810
Accounts receivable due from related parties - current 1,393,959 1,393,959 538,248 538,248
Rights, current
7,700,716 7,700,716 - -
Rights receivable, non-current
21,035,280 21,035,280 27,808,630 27,808,630
- - 12,525,031 12,525,031

95,471 95,471 - -
19,885,291 19,885,291 13,968,546 13,968,546
37,534,671 37,534,671 17,727,894 17,727,894
712,745 712,745 - -
41,194,147 41,194,147 78,090,856 78,090,856


Pg 537 of 648

29
NOTE 7 OTHER NON-FINANCIAL ASSETS, CURRENT

At December 31, 2013 and 2012, other non-financial assets are as follows:

December 31,
2013
December 31,
2012

Advanced insurance 1,636,950 1,723,325
Advanced leases - 77,378
Other 563,658 529
Total other non-financial assets, current 2,537,834 2,144,615



Trade and other receivables, current
2013 2012
ThCh$ ThCh$
Accumulated impairment on trade receivables (1)
(23,918) (23,918)
Other receivables 92,702 168,997
Total trade and other receivables, current 8,863,834 5,277,372

(1) The Company accrues provisions for impairment in case there is evidence of impairment of trade
receivables. The criteria applied to determine whether there is objective evidence of impairment
losses are the maturity of the portfolio, actual impairment (default) and actual market signals.

At December 31, 2013 and 2012, the balances of trade and other receivables per type of currency are as
follows:

Type of currency
2013 2012
ThCh$ ThCh$
Chilean peso 8,863,834 5,277,372

Pg 538 of 648

30

Category
2013 2012
ThCh$ ThCh$

Provision for revenue from payments (1) 4,565,066 3,937,117
Provision for AIPK Income (2) 3,107,703 824,592
Advertising 1,098,363 467,042
Other receivables (3) 92,702 48,621


(1) Provision for revenue from payments received between December 16 and 31, 2013 and 2012,
which were paid by the Administrador Financiero del Transantiago during January 2014 and
January 2013, respectively, in conformity with the basis of the Concession Agreement and its

(2) This balance relates to the revenue accrued at December 31, 2013 and 2012, respectively, under
the mechanism named AIPK which compensates the Company based on the changes in user
demand as a result of a base value defined at the beginning of the validity of the Concession
Agreement. This mechanism is estimated every 24 settlements, that is, every 12 months, and it
operates within a range of applications.

(3) This balance relates to loans to personnel and unions.

At December 31, 2013 and 2012, the Companys trade receivables are as follows:

2013 2012
ThCh$ ThCh$

Maturity under three months
8,863,834 5,277,372

Pg 539 of 648

31


No.18.046 for Public Companies.

Short and long-term fund transfers from and to the parent or between related parties which do not relate to
the collection or payment of services are recorded as commercial current accounts establishing a variable
interest rate for the monthly balance based on market conditions.

At December 31, 2013 and 2012, accounts receivable from related parties are as follows:

ID number Company

Country Relationship Currency 2013 2012

ThCh$ ThCh$
Current

99.577.400-3
Inversiones Alsacia
S.A. (1) Chile
Common
owner
Chilean
pesos 468,528 424,562
76.195.710-4
Inversiones Eco Uno
S.A. (1) Chile Parent
Chilean
pesos 118,283 113,686
76.099.998-9
Camden Servicios
SpA (2) Chile
Common
owner
Chilean
pesos 807,148 -

Total accounts receivable due from related
parties, current 1,393,959 538,248
Non- current

99.577.400-3

Inversiones Alsacia
S.A. (3) Chile
Common
owner
Chilean
pesos - 12,525,031

Total accounts receivable due from related parties, non-current - 12,525,031

(1) This balance relates to transactions for re-invoicing of expenses.
(3) This balance relates to securities provided to Inversiones Alsacia S.A. to be managed under the Revenue
Account, which is intended to cover the obligations acquired in relation to the issue of the bond by Inversiones
Alsacia S.A. for which the Company is a guarantor.

Pg 540 of 648

32
9.2 Accounts payable due to related parties

At December 31, 2013 and 2012, accounts payable to related parties are as follows:

ID number Company

ThCh$ ThCh$
Current

99.577.400-3 Inversiones Alsacia S.A. (1) Chile
Common
owner US dollars 36,866,558 17,727,894
Common
owner Chilean pesos 668,113 -

Total accounts payable to related parties, current

37,534,671 17,727,894
Non-current

99.577.400-3

Inversiones Alsacia S.A. (1) Chile
Common
owner US dollars 37,745,274 78,090,856

99.577.400-3

Common
owner Chilean pesos 3,448,873 -

Total accounts payable to related parties, non-current 41,194,147 78,090,856

(1) This balance relates to a loan obtained from Inversiones Alsacia S.A. on February 28, 2011 which
was used to pre-pay all of the Companys financial obligations.

The loan obtained from Inversiones Alsacia S.A. in the amount of US$198,709,385 and accrues interest at
an annual rate of 8.05% payable on a semiannual basis. The principal is amortized using the Companys
cash surplus as follows:

Date Amortization

Date Amortization
02-18-2011 0.00%

02-18-2015 7.78%
08-18-2011 0.00%

08-18-2015 6.03%
02-18-2012 3.45%

02-18-2016 8.51%
08-18-2012 3.00%

08-18-2016 6.38%
02-18-2013 6.31%

02-18-2017 10.19%
08-18-2013 4.72%

08-18-2017 8.36%
02-18-2014 7.67%

02-18-2018 11.94%
08-18-2014 5.54%

08-18-2018 10.11%

Among other pre-payment expenses, the transaction gave rise to a commission for the issuance of the
loan obtained for MUS$7,900 which are included within finance costs.

Alsacia S.A. for which the Company is the guarantor.

Pg 54l of 648

33

At December 31, 2013 and 2012, transactions with related parties are as follows:

December 31, 2013

ID number Company

Country of
origin Relationship Currency

Transaction Amount
Credit (debit)
to profit or
loss
6.814.033-1 Julio Gibrn Harcha S. Chile Director ThCh$ Director payment 36,000 (36,000)
6.056.216-4 Enrique Bone Soto Chile Director ThCh$ Director payment 36,000 (36,000)
O-E Carlos Ibrcena Valdivia Peru Director ThCh$ Director payment 36,000 (36,000)
99.577.400-3 Inversiones Alsacia S.A. Chile Common owner ThCh$ Transfer of funds received

15,973,904

-
Purchases of spare parts
and management and
logistic administration
services

4,546,789

(4,546,789)

December 31, 2012

ID number Company

Country of

Transaction Amount
Credit (debit)
to profit or
loss
5.123.918-0 Juan Antonio Guzmn M. Chile Director ThCh$ Director payment 40,000 (40,000)
0-E Javier Ros Velilla Colombia Advisor ThCh$ Advisory services 18,000 (18,000)

17,092,271

-


At December 31, 2013 and 2012, payments, salaries as well as financial, commercial and management
advisories received by members of the Board of Directors amount to ThCh$108,000 and ThCh$159,000,
respectively.

Express de Santiago Uno S.A. and subsidiary have an incentive system based on the Companys
operating profit which consists of an annual bond payable to main executives and individuals in other
eligible positions.


Pg 542 of 648

34
Companys main executives and managers for the year from January to December 2013 and 2012
amounted to ThCh$545,518 and ThCh$767,792, respectively. During the years ended December 31,
2013 and 2012, no provision for severance payments has been accrued.

NOTE 10 INVENTORIES

At December 31, 2013 and 2012, inventories are follows:

Inventories
December 31,
2013
December 31,
2012
ThCh$ ThCh$

Spare parts and fuel 1,677,924 2,777,730
Provision for obsolescence (120,101) (339,135)
Total inventories 1,557,823 2,438,595

measured at their average acquisition cost. The Company does not record pledges or guarantees over
inventories at December 31, 2013 and 2012.

Changes in the provision for obsolescence

Changes
December 31,
2013
ThCh$
December 31,
2012
ThCh$

Balance at January 1 (339,135) (333,039)
Increases - (6,096)
Provision used 219,034 -
Final balance (120,101) (339,135)

The balance of inventories recorded as cost was ThCh$9,171,033 at December 31, 2012
(ThCh$9,218,612 at December 31, 2012).

Pg 543 of 648

35

At December 31, 2013 and 2012, current tax assets are as follows:

Current tax assets
December 31,
2013
ThCh$
December 31,
2012
ThCh$

Total current assets 570,485 353,895

credit against income taxes. Such expenses will be recovered upon performing the annual tax
return.

NOTE 12 RIGHTS RECEIVABLE

S.A. which establishes the amount of UF1,321,469 as final indemnity for the early termination of the
against operating profit up to the termination of the Concession Agreement in force in October 2018.

similar to a debt security in unidades de fomento issued by the Chilean Government (BTU or BCU).
Deferred income related to the indemnity is presented in Note 19.

Concept Currency December 31, 2013 December 31, 2012
Current Non-current Non-current

Deferred rights receivable UF 7,700,716 21,035,280 27,808,630
Final balance 7,700,716 21,035,280 27,808,630

Pg 544 of 648

36
The established payment schedule for these rights is as follows:

January 31, 2014 330,367
January 31, 2015 198,220
January 31, 2016 198,220
January 31, 2017 264,294
October 20, 2018 330,368
Total 1,321,469

As stated in Resolution No.259, the following conditions shall be met in order for the installments to be
paid as stated in the table above:

d.1.1) total discounts for non-compliance of the service quality indicators ICF and ICR that
should be applied for the period in case the Maximum discount amounts are not applied, shall not
exceed five percent (5%) of Quarterly Revenue.

d.1.2) Payment obligations stipulated in the Indenture, especially those included in Exhibit A, shall
have been met. Payment shall be evidenced with the payment swift issued by the Chilean Collateral
Trustee referred to in the Indenture.

d.1.3) The fleet renewal commitment shall be complied with. This relates to the obligation of the
licensee to replace one hundred and fifty four (154) buses without Transantiago standard that are
currently part of the fleet for at least one hundred fifty four (154) buses with Transantiago standard and
a total transport capacity of eleven thousand eight hundred sixty-seven (11,867) passengers.
Compliance with this commitment shall be evidenced by means of the registration in the Registro
Nacional de Servicios de Transporte de Pasajeros.

d.1.4) That creditors have not accelerated the credit based on the fact that this agreement and
the New Concession Agreement were entered into under the provisions of the Indenture.

accumulate and will be paid with the last installment maturing on October 20, 2018. If, at any time during
the remaining concession period the contract is terminated, the indebted amounts will not be paid by the
Ministerio de Trasnportes y Telecomunicaciones.

At December 31, 2013, the Company has complied with all the conditions stated above and, accordingly,
it has recorded operating profit from the indemnity in the amount of ThCh$3,752,692.


Pg 545 of 648

37

At December 31, 2013 and 2012, the main classes of non-internally generated intangible assets of
Express de Santiago Uno S.A. and subsidiary are as follows:

December 31, 2013
Gross value
Accumulated
ThCh$ ThCh$ ThCh$

OTR (1) 49,981,023 (30,382,760) 19,598,263
AFT contributions (2) 837,360 (509,019) 328,341
Computer licenses (3) 2,629,695 (1,488,489) 1,141,206

December 31, 2012
Gross value
Accumulated
ThCh$ ThCh$ ThCh$

OTR (1) 49,981,023 (26,359,404) 23,621,619

(1) This balance relates to the total contribution made to the Operative Technical Reserve (OTR) by the
Troncal No.4 business unit to cover temporary mismatches between the systems revenues and
expenses. This amount is amortized based on the projected revenue curve to be obtained from the
rendering of transport services. The amortization expense is part of the cost to sell within the
consolidated statement of comprehensive income per function.

OTR and are to be credited by the AFT to the transitory account 2. The AFT can freely dispose of
function

software acquired from third parties. These licenses have an estimated useful life from 3 to 5 years

Pg 546 of 648

38
Changes in intangible assets other than goodwill at December 31, 2013, are as follows:


From January 1, 2013
to December 31, 2013
Operative technical
reserve
(1)
ThCh$
AFT
contribution
(2)
ThCh$
Computer
licenses
(3)
ThCh$
Total

ThCh$

Pending amortization period 64 months

23 months
Separate acquisitions - - 599,536 599,536
Amortization for the year (4,023,356) (67,405) (158,557) (4,249,318)

Net value at December 31, 2013 19,598,263 328,341 1,141,206 21,067,810
Operative technical
reserve
(1)
ThCh$
AFT
contribution
(2)
ThCh$
Computer
licenses
(3)
ThCh$
Total

ThCh$


35 months
Reclassifications - - (153,759) (153,759)

Pg 547 of 648

3
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Pg 549 of 648

41

December 31, 2013
Gross value
Accumulated
ThCh$ ThCh$ ThCh$
Land 4,411,417 - 4,411,417
Buildings
22,911,305 (7,890,889) 15,020,416
Plant and equipment
1,822,741 (1,147,670) 675,071
Information technology equipment
654,398 (485,531) 168,867
Fixed facilities and fixtures
185,369 (155,447) 29,922
Motor vehicles
108,734,197 (80,799,918) 27,934,279
Leasehold improvements
781,536 (436,473) 345,063
Other property, plant and equipment
125,476 (66,226) 59,250


December 31, 2012
Gross value
Accumulated
ThCh$ ThCh$ ThCh$
Land 4,411,417 - 4,411,417
Buildings
22,906,423 (6,834,874) 16,071,549
Plant and equipment
1,703,382 (938,918) 764,464
625,838 (426,722) 199,116
184,903 (143,107) 41,796
Motor vehicles
107,791,752 (69,328,074) 38,463,678
772,775 (395,569) 377,206
105,084 (50,883) 54,201

a) Property, plant and equipment subject to guarantees or restrictions

At December 31, 2013 and 2012, Express de Santiago Uno S.A. and subsidiary has not included the cost
of dismantling, retiring or rehabilitating the sites where it operates due to the low probability that this
situation occurs.

b) Insurance

Express de Santiago Uno S.A. and subsidiary have insurance policies to cover against the risk to which
losses due to strikes. Express de Santiago Uno S.A. and subsidiary consider that the coverage provided
by these policies is adequate considering the risks inherent to their activities.

Pg 550 of 648

42
c) Impairment losses

Property, plant and equipment were tested for impairment. The present value estimates of future cash
flows to be obtained from cash generating units include a market improvement and the maintenance of
low cost structure in the medium and long-term; accordingly, no impairment has been recorded.

d) Finance leases

Assets acquired under finance leases are classified within other property, plant and equipment.


Deferred taxes correspond to the income tax that Express de Santiago Uno S.A. and subsidiary will pay
purposes.



Deferred taxes
Deferred tax Deferred tax Deferred tax Deferred tax
assets liabilities assets liabilities

Other events 209,937 - 154,432 -
Tax/financial property, plant and equipment - 5,140,093 - 7,254,491
Tax/financial indemnity 4,089,704 - 4,822,665 -
Intangible assets - 3,985,321 - 4,803,474
Leased assets - 65,402 - 85,990
Total 7,795,762 9,190,816 8,154,215 12,143,955
Net deferred taxes - 1,395,054 - 3,989,743

Pg 55l of 648

43
At December 31, 2013, the deferred tax resulting from tax losses amounts to ThCh$3,157,506. These
losses can be used against future profits generated by companies generating such losses, as follows:


Country

Credit (debit) to profit
or loss
December 31,
2013
ThCh$
January 1,
2013

ThCh$
December 31,
2013

ThCh$

Express de Santiago Uno S.A. Chile
3,157,506
3,138,111 19,395
Total 3,157,506 3,138,111 19,395


At December 31, 2013 and 2012, changes in deferred tax assets are as follows:

Changes
2013 2012
ThCh$ ThCh$

Balance at January 1 8,154,215 12,009,748
Accrued vacations 38,417 53,848
Other events 55,505 (17,408)
Tax/financial property, plant and equipment - (3,969,380)
Tax/financial indemnity (732,961) 4,822,665
Tax loss 280,586 (4,688,640)
Impairment of spare parts - (56,618)


Changes
2013 2012
ThCh$ ThCh$

Initial balance 12,143,958 4,837,830
Tax/financial property, plant and equipment (2,114,401) 7,254,494
Intangible assets (818,153) 36,717
Leased assets (20,588) 14,917
Closing balance 9,190,816 12,143,958

Pg 552 of 648

44
To reflect the effect of the legal change in income taxes, Express de Santiago Uno S.A. and subsidiary
have recorded all credits (debits) resulting from differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes in relation to the
difference reversed in the mentioned years.

The income tax (expense) benefit is as follows:

(Income tax (expense) benefit

December 31,
2013
ThCh$
2012
ThCh$

Effect of deferred taxes 2,594,691 (11,161,665)

Total income tax (expense) benefit, net
2,594,691 (11,161,665)


December 31,
2013
ThCh$
2012
ThCh$

Income tax expense using the domestic tax rate 2,008,743 465,912
Tax effect of non-deductible expenses 585,948 (11,627,577)

(Expense) benefit using the effective tax rate 2,594,691 (11,161,665)

December 31,
2013
%
2012
%

Domestic tax rate
20.00 20.00
Effect of non-deductible expenses 5.83 (487.90)

Total tax rate 25.83 (467.90)

Pg 553 of 648

45

At December 31, 2013 and 2012, other financial liabilities are as follows:

Current
ThCh$
Non-current
ThCh$
Current
ThCh$
Non-current
ThCh$

Drafts payable (1) 95,471 712,745 - -

Total other liabilities 95,471 712,745 - -

(1) This balance relates to a line of credit granted by Volvo for the acquisition of spare parts. Drafts are
issued on a monthly basis in conformity with the purchases made.



2013 2012
ThCh$ ThCh$

Current

Suppliers (1) 14,821,519 10,256,277
Personnel withholdings 1,213,750 1,087,897
Accrued vacations 1,693,075 1,500,988
Other payables (2) 2,156,947 1,123,384

Total trade and other payables

19,885,291

13,968,546

(1) In the case of common suppliers, the Companys policy is to pay the related invoices within 90 days

(2) Other payables include obligations related to notes payable, insurance and other accounts payable.

Pg 554 of 648

46
NOTE 18 OTHER CURRENT PROVISIONS

At December 31, 2013 and 2012, other provisions are as follows:

Other provisions
2013 2012
ThCh$ ThCh$

Current

Total other current provisions 883,384 748,247

(1) This balance relates to the provision accrued for certain lawsuits filed against the Company by
former employees, regulatory agencies and others. The provision is recognized in the consolidated
statement of income within administrative expenses. The current balance at December 31, 2013 is
expected to be used during the following 12 months.

Changes in provisions between January 1, 2012 and December 31, 2013 are as follows:


508,108
Increases in provisions
240,139


NOTE 19 OTHER NON-CURRENT NON-FINANCIAL LIABILITIES

agreement signed between the Ministerio de Transportes y Telecomunicaciones and Express de Santiago
Uno S.A. which establishes the amount of UF1,321,469 as final indemnity for the early termination of the

Pg 555 of 648

47
is similar to a debt security in unidades de fomento issued by the Chilean Government (BTU or BCU). For
purposes of recording the income related to the indemnity debts maintained with the AFT were reduced.

Concept Currency December 31, 2013 December 31, 2012

Deferred income UF 3,803,001 14,578,685 3,726,619 18,011,988
Closing balance 3,803,001 14,578,685 3,726,619 18,011,988

Payment dates related to this indemnity are as follows:

January 31, 2014 330,367
January 31, 2015 198,220
January 31, 2016 198,220
January 31, 2017 264,294
October 20, 2018 330,368
Total 1,321,469

As stated in Resolution No.259, the following conditions shall be met in order for the installments to be
paid as stated in the table above:

exceed five percent (5%) of Quarterly Revenue.




Pg 556 of 648

48
accumulate and will be paid with the last installment maturing on October 20, 2018.




The Companys subscribed and paid capital amounts to twenty-one million eight hundred eighty-seven
thousand three hundred four (ThCh$21,887,304) which is divided into one hundred eighty-eight thousand
seven hundred twenty (188,720).

20.1 Share capital

At December 31, 2013 and 2012, the share capital of Express de Santiago Uno S.A. and subsidiary is as
follows:

Series
Subscribed
capital
ThCh$
Paid
capital
ThCh$
Subscribed
capital
ThCh$
Paid
capital
ThCh$

Single 21,887,304 21,887,304 21,887,304 21,887,304

Total capital 21,887,304 21,887,304 21,887,304 21,887,304

Common shares
Number of
shares
Common
shares
Own
shares Total

January 1, 2013 188,720 188,720 188,720 188,720

Balance at December 31, 2013 188,720 188,720 188,720 188,720


In conformity with Article No.79 of the Public Company Act and unless otherwise unanimously agreed by
shareholders, the Public Companies are obligated to pay to their shareholders a mandatory minimum
cash dividend equivalent to 30% of the profit for the period in proportion to the shares they own or as

Pg 557 of 648

49
Express de Santiago Uno S.A. and subsidiary recorded accumulated losses and loss for the period;
therefore, no dividends were paid.

20.3 Shareholders

The shareholders of Express de Santiago Uno S.A. and subsidiary are as follows:

Shareholder
Percentages
December 31,
2013
December 31,
2013

Inversiones Eco Uno S.A. 99.99% 99.99%

Total 100.00% 100.00%

20.4 Capital Management

Capital management relates to the administration of the Companys equity. Express de Santiago Uno S.A.
and subsidiarys capital management has the purpose of maintaining a balance between the cash flows
investments in property, plant and equipment that allow maintaining an operation compliance level
covering an adequate leverage level thus optimizing the return for shareholders and maintaining a
conservative financial position.

established in debt agreements with creditors. Under these policies, investment are made only in banks or
debt agreements, the Company is obligated to maintain a reserve including the funds required to cover 1
month of operating expenses and 6 months of the payment of principal and interests related to the debt
for the 144-A bond. In addition, these agreements require that the Company, beyond its own policies,
maintain a responsible financial position, comply with a series of ratios and keep it subject to limitations to
invest in property, plant and equipment and pay dividends.

Pg 558 of 648

50

At December 31, 2013 and 2012, other reserves are as follows:

Other reserves
December 31,
2013
ThCh$
December 31,
2012
ThCh$

Initial balance (1)
215,568 (319,426)
Land revaluation (2) - 534,994
Total
215,568 215,568


(2) During 2012, Express de Santiago Uno S.A. and subsidiary measured land at fair value using an
appraisal made by external, independent experts.



Subsidiary
Percentage of non-
equity
Equity in profit or
loss of investee

2013
%
2012
%
2013
%
2012
%
2013
%
2012
%

EXPS de Colombia Ltda. (1) 0.01 0.01 - - - -

Total non-controlling interest 0.01 0.01 - - - -

(1) The non-controlling interest recorded in the consolidated statement of financial position and
consolidated statement of comprehensive income per function is nearly zero as it relates to the
0.01% interest in Express de Colombia Ltda.

Pg 559 of 648

51
NOTE 23 REVENUE

At December 31, 2013 and 2012, revenue is detailed as follows:

Revenue
2013
ThCh$
2012
ThCh$
Collection Troncal No. 4 (1) 127,019,056 117,346,961
Accrued indemnity (2) 3,752,692 2,466,824
Static and dynamic advertising in buses (1) 1,479,399 924,441
Total revenue 132,251,147 120,738,226

(1) Revenue corresponds mainly to the payment of services associated with the Concession
Agreement and the lease of static and dynamic advertising in buses.

(2) At December 31, 2013 and 2014, the Company has complied with all the conditions established as
per Resolution No.259 issued by the Ministerio de Transportes y Telecomunicaciones and has
recorded operating profit in relation to the indemnity in the amount of ThCh$3,752,692 and
ThCh$2,466,824, respectively. (Note 20). For purposes of recording the revenue related to the
indemnity and as stipulated in clause fourth of Resolution No.259 issued by the Ministerio de
Transportes y Telecomunicaciones which states: the parties agree that all the rights and
obligations resulting from the current concession agreement will extinguish when all the
administrative acts stipulating (i) the approval of this agreement, (ii) the early termination of the
current concession agreement, and (iii) the approval of the New Concession Agreement have been
totally and accumulatively processed, when the Controllership became aware of the mentioned
resolution all debts maintained with the AFT were reduced. See Note 19.


At December 31, 2013 and 2012, the cost of sales is as follows:

Cost of sales
2013
ThCh$
2012
ThCh$
Operating costs (56,857,886) (57,469,502)
Amortization and depreciation (16,522,951) (16,611,881)
Total cost of sales (116,814,607) (112,403,845)

NOTE 25 - OTHER INCOME / OTHER EXPENSES PER FUNCTION

At December 31, 2013 and 2012, other income by type is as follows:

2013
ThCh$
2012
ThCh$
Sale of scrap 3,061 13,356
Sale of property, plant and equipment - 1,346,725
Recovery of expenses 318,456 85,776
Leases 200,844 -
Indemnity for bus sinister 74,447 -
Total other income by type 629,708 1,471,744

Pg 560 of 648

52
At December 31, 2013 and 2012, other expenses by type are as follows:

2013
ThCh$
2012
ThCh$

Non-deductible expenses (24,005) (26,434)
Other expenses by type (104,291) (646)
Disposal of property, plant and equipment (233,443) (282,790)
Fines (772) (1,056)
Total other expenses by type (362,511) (310,926)


At December 31, 2013 and 2012, administrative expenses are as follows:

2013
ThCh$
2012
ThCh$

Salaries and benefits (1) (3,355,613) (3,834,744)
General expenses (9,205,144 (3,590,510)
Amortization and depreciation (590,479) (325,296)
Total administrative expenses (13,151,236) (7,750,550)

(1) At December 31, 2013 and 2012, the Companys employees were 4,800 and 4,841, respectively


At December 31, 2013 and 2012, finance income is as follows:

Finance income
2013
ThCh$
2012
ThCh$

Other finance income (1) 699,383 455,921
Total finance income 853,602 808,020

+", The balance of other finance income corresponds to the financial effect of the recognition of rights
receivable recorded at the present value of the indemnity applying a discount rate of 2.5% which is

Pg 56l of 648

53

At December 31, 2013 and 2012, finance costs are as follows:

Finance costs
2013
ThCh$
2012
ThCh$

Interest for loan from related party (1) (6,176,808) (7,779,119)
Other bank commissions (45,185) (131,279)
Other finance expenses (2) (327,193) (138,143)
Total finance costs (6,549,186) (8,048,541)

(1) This balance relates to interest accrued by the loan granted by Inversiones Alsacia S.A. for the pre-
payment maintained with the International Bank.

(2) This balance relates to the finance expense resulting from the difference between the amount of
UF1,321,469 established by Resolution No.259 issued by the Ministerio de Transportes y
Telecomunicaciones for the early termination of the Concession Agreement for the Use of Roads of
Santiago and the recognition of rights receivable recorded at the present value of the indemnity
applying a discount rate of 2.5% which is similar to a debt security in unidades de fomento issued
by the Chilean Government (BTU or BCU).


December 31,

2013 2012




188,720 188,720

(39.47) (46.80)



At December 31, 2013 and 2012, gains (losses) resulting from the translation of assets and liabilities in
foreign currencies other than the functional currency were recognized in profit or loss as follows:

Gains (losses) from translation of assets and liabilities in foreign currency

2013
ThCh$
2012
ThCh$

Assets in foreign currency 1,988 42,740
Total foreign currency translation difference
(6,689,134) 7,868,189

Pg 562 of 648

54
At December 31, 2013 and 2012, assets and liabilities in foreign currency are as follows:
Classes of current assets Currency
2013 2012
ThCh$ ThCh$
Non-adjustable
pesos
4,808,067 5,355,574
Subtotal 4,808,067 5,355,574

Non-adjustable
pesos
2,537,834 2,144,615
Subtotal 2,537,834 2,144,615

Non-adjustable
pesos
8,863,834 5,277,372
Subtotal 8,863,834 5,277,372

Non-adjustable
pesos
1,393,959 538,248
Subtotal 1,393,959 538,248

Rights receivable
Non-adjustable
pesos
7,700,716 -
Subtotal 7,700,716 -

Inventories
Non-adjustable
pesos
1,557,823 2,438,595
Subtotal 1,557,823 2,438,595

Current tax assets
Non-adjustable
pesos
570,485 353,895
Subtotal 570,485 353,895

Classes of non-current assets Currency
2013 2012
ThCh$ ThCh$

Rights receivable
Non-adjustable
pesos
21,035,280 27,808,630

Subtotal 21,035,280 27,808,630

Non-adjustable
pesos
- 12,525,031
Subtotal - 12,525,031

Intangibles assets other than goodwill
Non-adjustable
pesos
21,067,810 24,985,173

Subtotal 21,067,810 24,985,173

Non-adjustable
pesos
48,644,285 60,383,427
Subtotal 48,644,285 60,383,427

Classes of current liabilities Currency
2013 2012
ThCh$ ThCh$

Other financial liabilities Non-adjustable

Pg 563 of 648

55
pesos
United States
dollars
95,471 -
Subtotal 95,471 ,

Non-adjustable
pesos

3,803,001

3,726,619

Subtotal 3,803,001 -

United States
dollars
88,551 94,326

Non-adjustable
pesos
19,796,740 13,874,220

Subtotal 19,885,291 13,968,546

Non-adjustable
pesos
668,113 507,224
United States
dollars
36,866,558 17,220,670
Subtotal 37,534,671 17,727,894

Other provisions
Non-adjustable
pesos
883,384 748,247
Subtotal 883,384 748,247

Classes of non-current liabilities Currency
2013 2012
ThCh$ ThCh$
United States
dollars 712,745 -

Subtotal
712,745 -
Non-adjustable
pesos 14,578,685 18,011,988

Subtotal
14,578,685 18,011,988
United States
dollars 41,194,147 78,090,856
Subtotal
41,194,147 78,090,856

Deferred tax liability
Non-adjustable
pesos 1,395,054 3,989,743
Subtotal
1,395,054 3,989,743

Pg 564 of 648

56

At December 31, 2013 and 2012, the gain (loss) from assets and liabilities in unidad de fomento is as
follows:


2013
ThCh$
2012
ThCh$

Loss from the adjustment of assets and liabilities in unidad de fomento (211,497) (21,592)

Total loss from assets and liabilities in unidad de fomento
(211,497) (21,592)


32.1 Pledged shares

The shares of Express de Santiago Uno S.A. and subsidiary, as the guarantor of the obligations of the
related party Inversiones Alsacia S.A., were pledged by shareholders in favor of Banco Santander Chile
as the custodian of the guarantees securing the bonds issued by the mentioned related party.

32.2 Direct guarantee

Express de Santiago Uno S.A. and subsidiary, as the guarantor of the obligations of the related party
Inversiones Alsacia S.A., has mortgaged its main assets in favor of Banco Santander Chile as the
custodian of the guarantees securing the bonds issued by the mentioned related party.


At the reporting date, Express de Santiago Uno S.A. and subsidiary have not received any significant
guarantees from third parties.

32.4 Restrictions

Inversiones Alsacia S.A., are obligated to comply with certain obligations and restrictions that secure the
144-A bond issued by the mentioned related party.




Pg 565 of 648

57


4. The Company must provide quarterly and annual financial statements and an activity analysis.



7. The Company, along with its related party Inversiones Alsacia S.A., the issuer of the 144-A bond,
need to maintain a minimum debt service coverage ratio (DSCR) of 1.10x starting from April 2012.
Should Inversiones Alsacia S.A. not comply with this ratio, bond holders can request the beginning
of an Early Amortization Period as defined in the Indenture (bond issuance contract).

At December 31, 2012, the restriction in No.7 above has been complied with by the Company and

Subsequently, in the Essential Event sent to the Chilean Superintendence of Securities and
Insurance on August 5, 2013, Inversiones Alsacia S.A. reported that at July 31, 2013 it did not
comply with the minimum requirement for the DSCR and the minimum balance to be maintained in
the reserve O&M Account.

On October 18, 2013, the Company obtained from the bond holders a waiver in relation to the
mentioned non-compliance and an approval for modifying some financial restrictions, including:

(a) DSCR: No minimum for the measurement period ending on October 31, 2013; minimum of
0.60x for the measurement periods ending on January 31 and April 30 2014; minimum of
1.20x for the measurement periods ending between July 31, 2014 and April 30, 2017; and
minimum of 1.60x for the measurement periods ending on July 31, 2017 and after. The
formula used to estimate the DSCR was also modified by including in the numerator the
measurement period.

(b) Minimum balance to be maintained in the Reserve O&M Account: the minimum required
balance was changed from 1 month to 1 week of operating expenses for the period ended on
October 31, 2014; and 2 weeks from the period ending on November 1, 2014 and after.

balance was changed from 6 months to 1 month of expenses for the period ending on April
30, 2017; and 6 months from the period ending on May 1, 2017 and after.

At December 31, 2013, Express de Santiago Uno S.A. has complied with all the restrictions and
covenants required by its financial obligations; it has also complied, along with Inversiones Alsacia

Pg 566 of 648

58
32.5 Lawsuits

At December 31, 2013 and 2012, the Companys lawsuits are as follows:

(1) On October 15, 2010, the Company was notified of a lawsuit for compensation of damages in the
amount of $450,000,000 which was filed at the 25
th
Civil Court of Santiago under No.C-9.241-2010
by the family of Mariana Daniela Pea Torres, deceased due to an accident occurred on August 6,
2009. The second instance final ruling requiring the Company to pay $100,000,000 as
compensation for moral damage was appealed by the Company on November 22, 2013; resolution
is pending. Management is processing the coverage amount of the related insurance.

(2) On December 29, 2010, the Company was notified of a lawsuit for compensation of damages in the
rd
by Sonia Galleguillos Snchez, due to an accident occurred on June 8, 2007. The first instance final
ruling issued on July 25, 2012 requiring the Company to pay $25,000,000 as compensation for
moral damage without costs was appealed by the Company at the Santiago Court of Appeals;
resolution is pending. Management is processing the coverage amount of the related insurance.

(3) On April 7, 2011, the Company was notified of a lawsuit for compensation of damages in the
th
by Juana Rosa Aniceto Purizaga, due to an accident occurred on October 21, 2007. On August 30,
2013, the plaintiff presented an appeal against the resolution that sentenced the abandonment of
the procedure; resolution of the appeal is pending. Management is processing the coverage amount
of the related insurance.

th
by Paola Elizabeth Palma Madariaga, due to an accident occurred on October 29, 2007. On
October 7, 2013, the evidentiary stage of the procedure was accepted but this resolution has not
been notified. Management is processing the coverage amount of the related insurance.

(5) On March 29, 2012, the Company was notified of a lawsuit for compensation of damages in the
th
by Roberto Segundo Muoz Lpez, due to an accident occurred on April 27, 2007. The evidentiary
stage of the procedure is expected to begin. Management is processing the coverage amount of the
related insurance.

th
by Ada Mercedes Arellano Rivera, due to an accident occurred on December 14, 2010. On
December 3, 2013, the legal resolution stating the abandonment of the procedure was confirmed.

Pg 567 of 648

59

th
by Blanca Hortensia Seplveda Ramrez, due to an accident occurred on July 29, 2009. On
December 31, 2013, Express de Santiago Uno S.A. filed an appeal against the first instance ruling
sentencing the payment of $89,000,000 as compensation for non-pecuniary damage and loss of
profits; resolution is pending. Management is processing the coverage of the related insurance.

(8) On July 13, 2012, the Company was notified of a lawsuit for compensation of damages in the
th
by Catalina del Pilar Pizarro Apablaza, due to an accident occurred on September 23, 2009. On
sentencing the payment of $80,000,000 as compensation for non-pecuniary damage; resolution is
pending. Management is processing the coverage of the related insurance.

(9) On September 3, 2012, the Company was notified of a lawsuit for compensation of damages in the
th
by Enzo Alejandro Quintanilla Rodriguez, due to an accident occurred on August 20, 2011. The
evidentiary stage of the procedure is expected to begin. Management is processing the coverage of
the related insurance.

nd
by Charlotte Margarita Aguilera Saba, due to an accident occurred on May 14, 2011. The
evidentiary stage of the procedure is expected to be completed. Management is processing the
coverage of the related insurance.

th
by Ana Hilda Poblete Macaya, due to an accident occurred on August 21, 2010. The evidentiary
stage of the procedure is expected to be completed. Management is processing the coverage of the
related insurance.

amount of $2,270,000,000 which was filed at the 15
th
2012 by Jacqueline Paola Jolln Vernal, due to an accident occurred on November 13, 2011. The

th
by Ella Paula Ramrez Barril, due to an accident occurred on February 26, 2011. The evidentiary
stage of the procedure is expected to begin. Management is processing the coverage of the related
insurance.

Pg 568 of 648

60

(14) On September 27, 2013, the Company was notified of a lawsuit for compensation of damages in
the amount of $53,381,980 which was filed at the 25
th
2013 by Isabel Benigna Quilaqueo Carrasco, due to an accident occurred on September 29, 2009.
The evidentiary stage of the procedure is expected to begin. Management is processing the

th
Civil Court of Santiago under No.C-391-2013 by
Ana Rovner Goldenberg, due to an accident occurred on July 31, 2011. The evidentiary stage of
the procedure is expected to begin. Management is processing the coverage of the related
insurance.

(16) On November 15, 2013, the Company was notified of a high amount lawsuit for compensation of
damages in the amount of $275,000,000 which was filed at the 5
th
Civil Court of Santiago under
No.C-7.418-2013 by Julio Csar Augusto Ibarra Villalobos, due to an accident occurred on April 21,
2011. The evidentiary stage of the procedure is expected to begin. Management is processing the

NOTE 33 SANCTIONS (NON-AUDITED)

At December 31, 2013 and 2012, the Company presents the following discounts related to the regularity
and frequency indicators established in the Concession Agreement:

Total discounts for ICR (Regularity compliance index): ThCh$2,156,885.
Total discounts for ICF (Frequency compliance index): ThCh$2,982,267.
Total discounts for ICPKH (new ICT) (Service fulfillment ratio): ThCh$3,516,797.

Starting from May 1, 2012, the ICT (Service fulfillment ratio) which is a compliance index established in
the Concession Agreement replaced the ICPKH (Kilometer-Hour Program Compliance Index) which was
in force up to April 30, 2012.


NOTE 34 ENVIRONMENT (NON-AUDITED)

As part of their business strategy, Express de Santiago Uno S.A. and subsidiary have defined the care
and respect for the environment as a priority. As a result, they have taken several actions to make
operations more efficient thus reducing environmental impacts.


Company Express de Santiago Uno S.A.
Recognition Cost of sales

Pg 569 of 648

61


Express de Santiago Uno S.A. and subsidiary confirm their commitment to the care for the environment
through new investments, continuous training of employees and entering into new agreements that allow
moving towards sustainable development thus reaching a balance between its operations and the
environment.

NOTE 35 GOING CONCERN

As shown in the consolidated financial statements of Express de Santiago Uno S.A. and subsidiary as at
December 31, 2013, the Company records negative equity of ThCh$1,902,356, negative working capital
of ThCh$34,769,100 and loss for the period of ThCh$7,449,023.

Notwithstanding the above, Management estimates that the costs related to fleet maintenance will reduce
gradually during the following periods as a result of comprehensive campaigns of major overhauls
performed between 2011 and 2013 for the main components of buses thus reducing the corrective
maintenance expenses.

Management permanently monitors the passenger demand indexes and, as a result, during the first
quarter of 2014 the Company requested the Ministerio de Transportes y Telecomunicaciones to review
the price per transported passenger on the grounds of the actual decrease in the passenger/kilometer
index during the last 12 months compared to the base passenger/kilometer index agreed in the
Concession Agreement. An increase of 7% in the price per transported passenger is estimated.

Finally, there are strict financial and management control policies which are regularly analyzed due to the
fact that the Company is subject to restrictions and the compliance of certain financial indicators as a
result of the obligation related to the 144-A bond issued in 2011.


On January 30, 2014 the Contralora General de la Repblica became informed of Resolution No.194
issued by the Ministerio de Transportes y Telecomunicaciones approving the Addendum to the Ad
Referendum Contract for the Use of Roads for Providing Paid Passenger Transport Services Through
Buses dated August 30, 2013; this amendment incorporates adjustment factors to the ICF discounts. In
relation to the ICR-I, the amendment includes a paragraph related to the clearance: for each minute
raised to 1.5 associated to the SInct index, a discount of up to UF0.005 can be applied. The result of the
ICR-I will correspond to the number of intervals observed without incidents divided by the total number of
intervals observed during the month of the measurement T. As a result, the clearance was extended thus
reducing by 25% the basis used to estimate the discount and the discount is reduced to 50% of the
original amount.

Pg 570 of 648

62

In addition, the amendment confirms that to determine the service levels referred to in letter (d) of the
indemnity agreement approved through joint resolution No.259 issued in 2011 by the Ministerio de
Transportes y Telecomunicaciones and the Ministerio de Hacienda, adjustments incorporated in exhibit 6
of this addendum are fully applicable as they do not involve changes in the ICF or ICR, or the
methodologies.

On January 1, 2014, the Ministerio de Transportes y Telecomunicaciones issued letter No.966 by means
of which the Minister of Transport informs the Budget Director of the Treasury Department that the
Licensee of the Business Unit No.4 (Express de Santiago Uno S.A.), has complied with the public service
and financial position levels required for the payment of installment 1 of the agreed indemnity equivalent
to UF330,367 (unidades de fomento three hundred thirty thousand three hundred sixty-seven) at the
mentioned date.

At January 1, 2014, the Company along with Inversiones Alsacia S.A. have complied with the DSCR index
established in Note 32.4 number 7.

Between January 1, 2014 and the date of issuance of these consolidated financial statements, there have

NOTE 37 - RESTATEMENT OF THE FINANCIAL STATEMENTS AT DECEMBER 31, 2012

At the request of the Chilean Superintendence of Securities and Insurance , the Company has restated its
consolidated financial statements at December 31, 2012 with the purpose of correcting a misstatement in:

a) The recording of the payment of bonuses to employees as lunch compensation for the last fifteen
months prior to the validity period of the collective agreement signed on September 4, 2012. As a
result, in the restated financial statements trade and other receivables (current) decreased by
ThCh$819,288 affecting the profit for the period within administrative expenses.

b) The portion of the deferred income recognized in the profit or loss for 2012 in relation to the
indemnity agreed with the Ministerio de Transportes y Telecomunicaciones for the early termination
of the Concession Agreement related to the paid public transport services. This resulted in a
decrease of ThCh$1,053,007 in non-current rights receivable and non-current trade and other
receivables; an increase in financial liabilities of ThCh$2,048,597; an increase of ThCh$756,266 in
deferred taxes. This has affected the profit for the year by ThCh$2,741,086 as a result of lower
income recognized of ThCh$3,497,352 and a tax effect of ThCh$756,266.

c) In addition, higher operating profit of ThCh$26,122 was recognized for the effect of the change in
the PPTP (price per transported passenger) as a result of the Addendum to the Concession
Agreement dated August 27, 2013.

d) There was a gain of ThCh$77,972 from the translation of unidades de fomento as a result of the
increase in the value of the unidad de fomento which is the unit in which the rights receivable in
relation to the change in the agreement are expressed.

Pg 57l of 648

63
The financial statements have been restated as follows:

Statement of Financial Position
Previously presented Adjustments
Restated
12.31.2012
12.31.2012
ThCh$ ThCh$ ThCh$

Assets

Current assets

16,901,466

(793,167)

16,108,299
Non-current assets

126,755,268

(1,053,007)

125,702,261
Total assets 143,656,734

(1,846,174)

141,810,560


Current liabilities

32,444,687

3,726,619

36,171,306

102,549,477

(2,456,890)

100,092,587
Total liabilities 134,994,164

1,269,729

136,263,893

Equity
Equity

8,662,570

(3,115,903)

5,546,667
Total liabilities and equity 143,656,734

(1,846,174)

141,810,560

Previously
presented
Adjustments

Statement of
Comprehensive Income per
Function 12.31.2012
Restated
12.31.2012
ThCh$ ThCh$ ThCh$

Profit (loss)

Revenue
118,223,680

2,492,946

120,716,625
Cost of sales
(112,403,845)

-

(112,403,845)
Gross profit
Profit (loss)
5,819,835

2,492,946

8,312,780

7,435,924

(5,964,176)

1,471,744
(6,931,262)

(819,288)

(7,750,550)
Other expenses per
function

(310,926)

-

(310,926)
Finance income
352,099

455,920

808,020
Finance costs
(7,910,398)

(138,143)

(8,048,541)
Foreign currency
translation differences 7,868,189

-

7,868,189
Gain (loss) from
translation of assets and
liabilities in unidad de
fomento (99,564)

77,972

(21,592)

Profit (loss) before
taxes 6,223,897

-

2,329,124

Income tax expense (11,940,531)

778,866

(11,161,665)

Profit (loss) for the
period (5,716,634)

(3,115,903)

(8,832,541)

Pg 572 of 648

64
All these changes resulted in modifications in the following notes to the financial statements:

NOTE 2 Significant accounting policies
NOTE 6 Financial instruments
NOTE 12 Deferred rights receivable
NOTE 15 Current and deferred income taxes
NOTE 19 Other non-current non-financial liabilities
NOTE 23 Revenue
NOTE 26 Administrative expenses
NOTE 29 Earning (loss) per share
NOTE 36 Subsequent events
NOTE 37 Restatements of Financial Statements at December 31, 2012.

The adjustments made did not affect the statement of cash flows.

Pg 573 of 648


Intermediate Consolidated Financial Statements
March 31, 2014

Pg 574 of 648


CONTENTS

Intermediate Consolidated Classified Statements of Financial Position
Intermediate Consolidated Statements of Comprehensive Income per Function
Intermediate Consolidated Statements of Changes in Equity
Intermediate Consolidated Statements of Cash Flows
Notes to the Intermediate Consolidated Financial Statements

CL$ - Chilean Pesos

Pg 575 of 648

CONTENTS

Contents page

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------------------------------------------------------------- 1
NOTE 1 REPORTING ENTITY -------------------------------------------------------------------------------------------------------------------------------------- 1
NOTE 2 SIGNIFICANT ACCOUNTING POLICIES ---------------------------------------------------------------------------------------------------------------5
2.1 Basis of preparation -------------------------------------------------------------------------------------------------------------------------------- 5
2.2 New standards and interpretations issued by the IASB ----------------------------------------------------------------------------------- 6
2.3 Basis of consolidation ----------------------------------------------------------------------------------------------------------------------------- 10
2.4 Transactions in foreign currency --------------------------------------------------------------------------------------------------------------- 11
2.5 Property, plant and equipment ------------------------------------------------------------------------------------------------------------------ 12
2.6 Intangible assets other than goodwill --------------------------------------------------------------------------------------------------------- 13
2.7 Impairment loss on non-financial assets ----------------------------------------------------------------------------------------------------- 14
2.8 Financial assets ------------------------------------------------------------------------------------------------------------------------------------ 14
2.9 Derivatives and hedging activities ------------------------------------------------------------------------------------------------------------- 16
2.10 Inventories ------------------------------------------------------------------------------------------------------------------------------------------- 16
2.11 Trade and other receivables -------------------------------------------------------------------------------------------------------------------- 16
2.12 Cash and cash equivalents ---------------------------------------------------------------------------------------------------------------------- 16
2.13 Share capital ---------------------------------------------------------------------------------------------------------------------------------------- 16
2.14 Trade and other payables ------------------------------------------------------------------------------------------------------------------------ 17
2.15 Other financial liabilities -------------------------------------------------------------------------------------------------------------------------- 17
2.16 Income taxes and deferred taxes -------------------------------------------------------------------------------------------------------------- 17
2.17 Provisions -------------------------------------------------------------------------------------------------------------------------------------------- 17
2.18 Revenue recognition ------------------------------------------------------------------------------------------------------------------------------ 18
2.19 Leases ------------------------------------------------------------------------------------------------------------------------------------------------ 18
2.20 Overhaul ---------------------------------------------------------------------------------------------------------------------------------------------- 19
2.21 Dividend policy -------------------------------------------------------------------------------------------------------------------------------------- 19
2.22 Non-current assets (or disposal groups) held for sale ------------------------------------------------------------------------------------ 19
2.23 Other non-financial liabilities -------------------------------------------------------------------------------------------------------------------- 19
2.24 Rights receivable ----------------------------------------------------------------------------------------------------------------------------------- 19
2.25 Environment ----------------------------------------------------------------------------------------------------------------------------------------- 19
NOTE 3 FINANCIAL RISK MANAGEMENT -------------------------------------------------------------------------------------------------------------------- 20
3.1 Concentration and management of credit risk ---------------------------------------------------------------------------------------------- 20
3.2 Exchange risk management --------------------------------------------------------------------------------------------------------------------- 20
3.3 Fuel price risk management --------------------------------------------------------------------------------------------------------------------- 21
3.4 Interest rate risk management ------------------------------------------------------------------------------------------------------------------ 21
3.5 Liquidity risk ----------------------------------------------------------------------------------------------------------------------------------------- 21
3.6 Market risk management ------------------------------------------------------------------------------------------------------------------------- 21
NOTE 4 SIGNIFICANT ACCOUNTING ESTIMATES AND CRITERIA -------------------------------------------------------------------------------------- 22
NOTE 5 CASH AND CASH EQUIVALENTS -------------------------------------------------------------------------------------------------------------------- 25
NOTE 6 FINANCIAL INSTRUMENTS ---------------------------------------------------------------------------------------------------------------------------- 26
Pg 576 of 648

CONTENTS

6.1 Financial instruments by category ------------------------------------------------------------------------------------------------------------- 26
6.2 Credit quality of financial assets---------------------------------------------------------------------------------------------------------------- 28
6.3 Fair value estimates ------------------------------------------------------------------------------------------------------------------------------- 28
NOTE 7 OTHER NON-FINANCIAL ASSETS, CURRENT ----------------------------------------------------------------------------------------------------- 29
NOTE 8 TRADE AND OTHER RECEIVABLES----------------------------------------------------------------------------------------------------------------- 29
NOTE 9 BALANCES AND TRANSACTIONS WITH RELATED PARTIES ---------------------------------------------------------------------------------- 31
9.1 Accounts receivable due from related parties ---------------------------------------------------------------------------------------------- 31
9.2 Accounts payable due to related parties ----------------------------------------------------------------------------------------------------- 32
9.3 Transactions with related parties--------------------------------------------------------------------------------------------------------------- 33
9.4 Payments to the Board of Directors and key management personnel --------------------------------------------------------------- 33
NOTE 10 INVENTORIES ------------------------------------------------------------------------------------------------------------------------------------------ 34
NOTE 11 CURRENT TAX ASSETS ------------------------------------------------------------------------------------------------------------------------------ 35
NOTE 12 RIGHTS RECEIVABLE -------------------------------------------------------------------------------------------------------------------------------- 35
NOTE 13 INTANGIBLE ASSETS OTHER THAN GOODWILL ----------------------------------------------------------------------------------------------- 37
NOTE 14 PROPERTY, PLANT AND EQUIPMENT ------------------------------------------------------------------------------------------------------------ 39
NOTE 15 CURRENT AND DEFERRED INCOME TAXES ----------------------------------------------------------------------------------------------------- 42
NOTE 16 OTHER FINANCIAL LIABILITIES -------------------------------------------------------------------------------------------------------------------- 45
NOTE 17 TRADE AND OTHER PAYABLES ------------------------------------------------------------------------------------------------------------------- 45
NOTE 18 OTHER CURRENT PROVISIONS -------------------------------------------------------------------------------------------------------------------- 46
NOTE 19 OTHER NON-CURRENT NON-FINANCIAL LIABILITIES ----------------------------------------------------------------------------------------- 46
NOTE 20 SHARE CAPITAL --------------------------------------------------------------------------------------------------------------------------------------- 48
20.1 Share capital ---------------------------------------------------------------------------------------------------------------------------------------- 48
20.2 Dividend policy -------------------------------------------------------------------------------------------------------------------------------------- 48
20.3 Shareholders ---------------------------------------------------------------------------------------------------------------------------------------- 49
20.4 Capital Management ------------------------------------------------------------------------------------------------------------------------------ 49
NOTE 21 OTHER RESERVES ------------------------------------------------------------------------------------------------------------------------------------ 50
NOTE 22 NON-CONTROLLING INTEREST -------------------------------------------------------------------------------------------------------------------- 50
NOTE 23 REVENUE ----------------------------------------------------------------------------------------------------------------------------------------------- 51
NOTE 24 COST OF SALES --------------------------------------------------------------------------------------------------------------------------------------- 51
NOTE 25 - OTHER INCOME / OTHER EXPENSES PER FUNCTION ----------------------------------------------------------------------------------------- 51
NOTE 26 ADMINISTRATIVE EXPENSES ----------------------------------------------------------------------------------------------------------------------- 52
NOTE 27 FINANCE INCOME ------------------------------------------------------------------------------------------------------------------------------------- 52
NOTE 28 FINANCE COSTS --------------------------------------------------------------------------------------------------------------------------------------- 53
NOTE 29 EARNINGS (LOSSES) PER SHARE ----------------------------------------------------------------------------------------------------------------- 53
NOTE 30 FOREIGN CURRENCY TRANSLATION DIFFERENCES ------------------------------------------------------------------------------------------ 53
30.1 Foreign currency translation difference recognized in profit or loss ------------------------------------------------------------------ 53
30.2 Assets and liabilities in foreign currency ----------------------------------------------------------------------------------------------------- 54
NOTE 31 GAIN (LOSS) FROM ASSETS AND LIABILITIES IN UNIDAD DE FOMENTO -------------------------------------------------------------- 56
NOTE 32 CONTINGENCIES -------------------------------------------------------------------------------------------------------------------------------------- 56
32.1 Pledged shares ------------------------------------------------------------------------------------------------------------------------------------- 56
32.2 Direct guarantee ------------------------------------------------------------------------------------------------------------------------------------ 56
32.3 Guarantees from third parties ------------------------------------------------------------------------------------------------------------------- 56
32.4 Restrictions ------------------------------------------------------------------------------------------------------------------------------------------ 56
Pg 577 of 648

CONTENTS

32.5 Lawsuits ---------------------------------------------------------------------------------------------------------------------------------------------- 58
NOTE 33 SANCTIONS ---------------------------------------------------------------------------------------------------------------------------------------------60
NOTE 34 ENVIRONMENT -----------------------------------------------------------------------------------------------------------------------------------------60
NOTE 35 SUBSEQUENT EVENTS------------------------------------------------------------------------------------------------------------------------------- 61

Pg 578 of 648


The accompanying notes are an integral part of these intermediate consolidated financial statements.

Classified Intermediate Consolidated Statement of Financial
Position Note 2014 2013
ThCh$ ThCh$
Assets

Current assets
Cash and cash equivalents 5 3,417,657 4,808,067

- -
Other non-financial assets 7 1,652,251 2,537,834
Trade and other receivables 8 9,472,245 8,863,834
Accounts receivable due from related parties 9 1,175,753 1,393,959
Rights receivable 12 3,851,632

7,700,716
Inventories 10 1,625,404 1,557,823
Current tax assets 11 570,485 570,485

Non-current assets
Rights receivable 12 17,618,081 21,035,280
Accounts receivable due from related parties 9 - -
Intangible assets other than goodwill 13 20,018,641 21,067,810
Property, plant and equipment 14 45,684,978 48,644,285

TOTAL ASSETS 105,087,127 118,180,093

Pg 579 of 648



Classified Intermediate Consolidates Statements of Financial
Position Note 2014 2013

ThCh$ ThCh$

Current liabilities


95,471
Trade and other payables 17 21,550,089

19,885,291

37,534,671
Other provisions 18 943,193

883,384

3,803,001

Total current liabilities

55,513,926

62,201,818


Other financial liabilities 16 1,013,775

712,745

41,194,147

14,578,685
Deferred tax liabilities 15 747,281

1,395,054

Total non-current liabilities

55,266,291

57,880,631

TOTAL LIABILITIES

110,780,217

120,082,449

Equity

Share capital 20 21,887,304

21,887,304
Accumulated deficit

(27,795,962)

(24,005,228)
Other reserves 21 215,568

215,568
Equity attributable to owners of the parent

(5,693,090)

(1,902,356)

Non-controlling interest 22 -

-

Total equity

(5,693,090)

(1,902,356)

TOTAL LIABILITIES AND EQUITY

105,087,127

118,180,093
Pg 580 of 648

INTERMEDIATE CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME PER FUNCTION


Statement of profit or loss Nota 2014 2013

ThCh$ ThCh$

Profit (loss)

Revenue 23 32,863,375

30,150,960
Cost of sales 24 (28,653,298)

(27,311,824)
Gross profit

4,210,077

2,839,136
Other income per function 25 138,065

30,647
Administrative expenses 26 (3,749,594)

(2,956,841)
Other expenses per function 25 (55,270)

(60,153)
Finance income 27 190,445

43,914
Finance cost 28 (1,385,519)

(1,673,801)
Foreign currency translation difference 30 (3,865,755)

1,392,787
Gain (loss) from assets and liabilities in unidad de fomento 31 70,044

76,108
(Loss) profit before tax

(4,438,507)

(308,203)
Income tax expense 15 647,773

361,635

Loss from continuing operations

(3,790,734)

53,432
Loss from discontinued operations

Loss

(3,790,734)

53,432

Loss attributable to owners of the parent

(3,790,734)

53,432
Loss

(3,790,734)

53,432

Earnings per share

Basic earnings per share

Basic loss per share in continuing operations 29 (20.08)

0.28


(20.08)

0.28

Diluted earnings per share

Diluted loss per share in continuing operations 31 (20.08)

0.28

(20.08)

0.28
Pg 58l of 648

INTERMEDIATE CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME PER FUNCTION


2014 2013
Note ThCh$ ThCh$

Loss

(3,790,734) 53,432
Components of other comprehensive income,
before tax


Gain (loss) from assets and liabilities in unidad
de fomento

- -
Foreign currency translation gain (loss) before
tax

- -
Other comprehensive income, before taxes,
foreign currency translation differences

- -

Other components of other comprehensive
income before tax

- -


- -

(3,790,734) 53,432


(3,790,734) 53,432
Non-controlling interest
- -

(3,790,734) 53,432

Pg 582 of 648

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Pg 584 of 648



For the three-month period ended March 31, 2014 and 2013


2014

2013

Nota ThCh$

ThCh$


Cash receipts from sale of goods and rendering of services

38,570,101

28,404,976

Other cash receipts from operating activities

131,664

79,033


Cash payments to suppliers for goods and services

(16,257,450)

(18,591,525)


(9,344,988)

(9,813,251)


-

-
Net cash from (used in) operating activities

13,099,327

79,233

Other payments to acquire equity or debt securities belonging to other
entities

(25,265,925)

(30,565,880)

Loans to related parties

(45,788,745)

-

Acquisitions of property, plant and equipment

(34,708)

(60,566)

Other receipts to acquire equity or debt securities belonging to other
entities

27,964,674

30,499,429

Interest received 28,634,967

-

Other cash inflows (outflows)

-

-
Net cash from (used in) investing activities

(14,489,737)

(127,017)

Proceeds from loans from related parties

-

-

Repayment of loans

-

-

Interest paid

-

-
Net cash from (used in) financing activities

-

-

exchange rate

(1,390,410)

(47,784)

Effect of movements in exchange rate on cash held

-

-
Net increase (decrease) in cash and cash equivalents

(1,390,410)

(47,784)

Cash and cash equivalents at January 1

5 4,808,067

5,355,574
Cash and cash equivalents at December 31
5
3,417,657

5,307,790

Pg 585 of 648

1
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


The parent, Express de Santiago Uno S.A., was recorded on January 27, 2005 in the securities register of
the Chilean Superintendence of Securities and Insurance (Superintendencia de Valores y Seguros, SVS)

on May 9, 2010.

Express de Santiago Uno S.A. was incorporated as a closely held corporation via public deed dated
November 22, 2004; this company is engaged mainly on providing passenger public transport services in
the tendered roads of Santiago de Chile as well as any other activity related to this business purpose.


The Companys registered address is El Roble No.200, Pudahuel, Santiago, Chile.


In conformity with its by-laws, the Companys share capital amounts to twenty-one billion eight hundred
eighty-seven million three hundred four thousands Chilean pesos (ThCh$21,887,304) which is divided into
one hundred eighty-eight thousand seven hundred twenty same series shares (188,720) with no par
value. The Companys shares are distributed as follows:

Shareholder
Paid
shares
Ownership
percentage

Carlos Ros Velilla
Inversiones Eco Uno S.A.

1
188,719

0.01%
99.99%
Total 188,720 100%

Express de Santiago Uno S.A. is controlled by Inversiones Eco Uno S.A. which directly owns 99.99% of

Pg 586 of 648

2
Inversiones Eco Uno S.A. is a closely held corporation controlled by Global Public Services S.A.



scenario, Express de Santiago Uno S.A. was created to be part of the bidding process and was awarded
the operation of Troncal No.4, one of the main roads going through Santiago from west to east.

On October 2, 2005, the Company and its subsidiary started to provide passenger public transport
services in relation to the business unit Troncal No.4 of Transantiago; this involved the operation of 412
buses at the beginning of the transition stage up to a total of 606 buses before the beginning of the normal
service stage.

which was expected to last through 2007. By the end of 2007, Express de Santiago Uno S.A. and
subsidiary already had a fleet of 666 operating buses and a supplementary fleet of 252 buses.

In 2008, 25 additional B7 buses (12 meters) were incorporated to complete a fleet of 691 buses.


In February 2011, 193 new B7 buses (12 meters) were incorporated to the fleet; therefore, the fleet was
formed by 890 buses.


On January 28, 2005, Express de Santiago Uno S.A. signed a Concession Agreement for the use of
roads located in the city of Santiago to provide paid passenger public transport services with the Ministerio
de Transportes y Telecomunicaciones (hereinafter also MTT). This agreement was signed as a result of
the bidding process carried out by the MTT under Article No.30 of Law No.18.696.


Pg 587 of 648

3
156 months.

At the same time of the signing of the Agreement, the Company provided the Ministerio de Transportes y
Telecomunicaciones a compliance guarantee formed by an insurance policy at the name of the
Subsecretara de Transportes in conformity with the conditions included in article 3.4.6 of the
Transantiago 2003 bidding basis, for an amount of UF178,000. Under the terms of the Concession
Agreement, the policy was renewed up to October 31, 2012.

On June 30, 2006, Express de Santiago Uno S.A: and the Ministerio de Transportes y
Telecomunicaciones signed an amendment to the Concession Agreement with the purpose of maintaining
the economic-financial balance stipulated in the Transantiago 2003 bidding basis, establishing February
10, 2007 as the new date for the normal service stage.

On February 10, 2007, Express de Santiago Uno S.A: and the Ministerio de Transportes y
Telecomunicaciones signed an amendment to the Concession Agreement with the purpose of
incorporating an additional supplementary route covered by 252 buses without Transantiago standards to
increase the service offer.

The normal service stage began on February 10, 2007 including the creation of new routes and the
elimination of old routes in order to implement the new route structure based on one main feeding system
with five highways and nine feeding services.

As a result of this change, there were throngs at peak hours which were resolved gradually by means of
implementing paid zones and the efficient operation of the Company in peak hours.

By the end of May 2007, the Ministerio de Transportes y Telecomunicaciones started negotiations with all
operators in order to modify the Concession Agreement to correct the problems arisen during the start-up
of the service.

These negotiations included issues such as: modification of service hours, incorporation of a quota-hour
compliance ratio to the payment formula. In addition, the mechanism to estimate the payment per
transported passenger (PPTP) was changed to improve the service and control payment evasion. Finally,
another amendment was made to the Concession Agreement on November 13, 2007, which included the
acquisition of 85 standard Transantiago buses for the new super express services incorporated by the
Company during the first months of 2008.

As established by Article 5.1.2 of the Transantiago 2003 bidding basis, Express de Santiago Uno S.A.
stated in its economic offer that it will pay as a contribution to the technical reserve the amount of
UF2,391,707.00 based on a payment scheme that started in 2005 and ended on July 1, 2009 with the
payment of an installment of UF849,181.00, equivalent to US$33.4 million. This payment completed the
contractual requirement and, at the exchange rate on the date of each payment, increased to US$89.4
million.

Pg 588 of 648

4

Telecomunicaciones and was replaced by a new agreement which was signed by the parties on
December 21, 2011 and became effective on May 1, 2012.

agreement between the Ministerio de Transportes y Telecomunicaciones and Express de Santiago Uno
S.A. which establishes as final indemnity for the early termination of the Concession Agreement the
amount of UF1,321,468. For purposes of these consolidated financial statements, this indemnity was
recorded as deferred income (Note 20) and it is amortized on a straight-line basis in operating profit over
the duration of the Concession Agreement. The payment schedule is as follows:

01.31.2014 330,367
01.31.2015 198,220
01.31.2016 198,220
01.31.2017 264,294
10.20.2018 330,367

At March 31, 2014 and 2013, the Company has recognized ThCh$959,242 and ThCh$931,561 as
payment of indemnity within revenue in the consolidated statements of comprehensive income per
function.

To receive the payments of installments in the above dates, the Company must comply with the following
requirements:

(a) Gradually improving the ICR and ICF Indexes from the beginning of the new agreement and being
5% or less than 5% for the first payment of 2014. For future payments, this requirement must also
be 5% or less than 5%.
(b) Replacing the committed buses (this was done in 2012).
(c) Paying the quotas related to the bond issued by Inversiones Alsacia S.A. of which Express de
Santiago Uno S.A. is guarantor.
(d) Bond holders not having accelerated the debt due to the new concession agreement which became
effective in 2012, according to conditions stipulated the in the Indenture.

accumulate and will be paid with the last installment. If, at any time during the remaining concession
period the contract is terminated, the indebted amounts will not be paid by the Ministerio de Transportes y
Telecomunicaciones.

Pg 589 of 648

5



The intermediate consolidated financial statements of Express de Santiago Uno S.A. and subsidiary at
March 31, 2014 have been prepared in conformity with the standards issued by the Chilean
Superintendence of Securities and Insurance which completely adopt the International Financial Reporting
Standards (hereinafter IFRS) issued by the International Accounting Standards Board (IASB). The
intermediate consolidated financial statements have been prepared in accordance with IAS 34
incorporated in the International Financial Reporting Standards (hereinafter IFRS) issued by the
International Accounting Standards Board (IASB). It is important to note that the accounting treatment of
the indemnity agreed and paid by the Ministerio de Transportes y Telecomunicaciones due to the early
termination of the Concession Agreement has been recorded and presented in these financial statements
as required by the SVS in its Official Letter No.17.966 dated August 12, 2013 and Official Letter No.6.703
dated March 12, 2014.

The intermediate consolidated financial statements of Express de Santiago Uno S.A. and subsidiary
comprise the consolidated classified statement of financial position, consolidated statement of
comprehensive income per function, consolidated statement of cash flows, consolidated statement of
changes in equity and accompanying noted including disclosures related to the consolidated financial
statements.

The intermediated consolidated financial statements reflect fairly the Companys financial position and
equity at march 31, 2014 as well as the results of its consolidated operations, changes in equity and cash
flows for the year then ended.

The intermediated consolidated financial statements of Express de Santiago Uno S.A. and subsidiary
include: the consolidated statements of financial position at March 31, 2014 and December 31, 2013; the
consolidated statements of changes in equity at March 31, 2014 and 2013; the consolidated statements of
comprehensive income per function for the period ended March 31, 2014 and 2013; and the, consolidated
statements of cash flows for the period ended March 31, 2014 and 2013.

The intermediated consolidated financial statements of Express de Santiago Uno S.A. and subsidiary
have been prepared on a going concern basis.

Express de Santiago Uno S.A. is guarantor of the obligations resulting from the issuance of a bond under
regulation 144-A by the related party Inversiones Alsacia S.A.; this bond represents the Companys only
financial obligation with third parties.

Account which is managed by Inversiones Alsacia S.A.

transferred between the companies based on the Licensees needs.

Pg 590 of 648

6
with the financial statements of the related party Inversiones Alsacia S.A.

Directors of Express de Santiago Uno S.A.

The preparation of the consolidated financial statements in conformity with IFRS requires the use of
certain accounting estimates and criteria. It also requires management to apply judgment in the application
of accounting policies.




The following is a summary of the new standards, interpretations and improvements issued by the
International Accounting Standards Board (IASB):

New accounting pronouncements

Improvement and amendments to IFRS as well as interpretations issued during the year are detailed
below. At the dates of these consolidated financial statements these standards are not yet effective and
have not been early adopted by the Company.

New Standard

Effective Date


Pg 59l of 648

7






On 16 December 2011, the IASB issued Mandatory Effective Date and Transition Disclosures which
amended the effective date of IFRS 9 for the 2009 and 2010 releases to annual periods beginning on or
after 1 January 2015. Prior to the amendments, the application of IFRS 9 was mandatory for annual
periods beginning on or after 2013. Amendments change the requirements for the transition from IAS 39
Financial Instruments: Recognition and Measurement to IFRS 9. Additionally, these also amend IFRS 7
Financial Instruments: Disclosures to add certain requirements in the reporting period in which the
effective date of IFRS 9 is included.

permitted.

Pg 592 of 648

8

Amendments

Effective date

IAS 36 Impairment of Assets Recoverable Amo

January 1, 2014
January 1, 2014

January 1, 2014

January 1, 2014


Management estimates that the adoption of the standards, improvement and amendments described will
not have a significant effect on the consolidated financial statements.



January 1, 2014 and 2013.





Pg 593 of 648

9







Pg 594 of 648

10

Interpretations

Effective date

IFRIC 21 Levies

January 1, 2014




a) Subsidiaries


accounting policies adopted by Express de Santiago Uno S.A. and subsidiary, the accounting policies of
the subsidiaries are modified.

Pg 595 of 648

11
The table below includes the subsidiary included in these consolidated financial statements.

March 31, 2014

Subsidiary
ID Subsidiary name
Country of
origin of
the
subsidiary
Functional
currency
Direct
ownership
percentage
%
Indirect
ownership
percentage
%
Total
ownership
percentage
%

0-E


Colombia

Co$

99.99%

0.00%

99.99%

December 31, 2013

Subsidiary
ID Subsidiary name
Country of
origin of
the
subsidiary
Functional
currency
Direct
ownership
percentage
%
Indirect
ownership
percentage
%
Total
ownership
percentage
%
0-E


Colombia

Co$

99.99%

0.00%

99.99%

EXPS de Colombia Ltda. is a company incorporated under the standards of the Republic of Colombia and
it was undergoing a liquidation process since February 2011 which is expected to be completed during
2015.

b) Non-controlling transactions and interest

Non-controlling interests are presented within net equity in the consolidated classified statement of
financial position. The gain or loss attributable to non-controlling interest is presented within the profit
(loss) for the period in the consolidated statement of comprehensive income per function. The results of
transactions between non-controlling shareholders and the shareholders of companies were ownership is
shared are recorded within equity in the consolidated statement of equity.



Items included in the consolidated financial statements of Express de Santiago Uno S.A. and subsidiary
are stated using the currency of the primary economic environment in which an entity operates (functional
currency). The functional currency of Express de Santiago Uno S.A. and subsidiary is the Chilean peso,
which is also the presentation currency of the consolidated statements of financial position.


Transactions in foreign currency are translated to the functional currency at the exchange rate on the date
of the transaction. Gains and losses arising from the settlement of transactions and the translation of
assets and liabilities in foreign currency are recognized in profit or loss.

Pg 596 of 648

12
c) Translation of foreign currencies and unidad de fomento

Currency
March
31, 2014
December 31,
2013
March
31, 2013

US$ 551.18 524.61 472.03
Unidad de fomento UF 23,606.97 23,309.56 22,869.38
Colombian peso CO$ 0.28 0.27 0.26


equipment and others. The main assets of Express de Santiago Uno S.A. and subsidiary correspond to
buses for public passenger transport.


revaluation method.






received from the sale to the carrying amount of the asset and are recognized in the statement of
comprehensive income per function.

Pg 597 of 648

13
b) Depreciation




years
years

Buildings 10 40
Motor vehicles 5 11





Expenses related to the development or maintenance of computer programs are recognized as expenses
as incurred. Costs directly related to the production of unique and identifiable computer programs
controlled by Express de Santiago Uno S.A. and subsidiary which are likely to generate economic benefits
higher than costs for more than one year are recognized as intangible assets. Direct costs include the
expenses related to the personnel developing the computer programs and any other expense related to
their development and maintenance.

b) Operative technical reserves

passenger transport system. Amounts paid and owed to the Administrador Financiero del Transantiago
(AFT) in relation to the operative technical reserve for the Troncal No.4 business unit are recorded as an
intangible asset that is amortized against operating profit during the operation period of the concession
based on the projected revenue curve to be obtained from the rendering of transport services.

Pg 598 of 648

14


Services.


Impairment losses recognized in prior period are assessed at each reporting date for any indication that


Express de Santiago Uno S.A. and subsidiary classify its financial assets under the following categories:
at fair value through profit or loss, loans and receivables, financial assets held to maturity and available for
sale. The classification depends on the purpose for which the financial assets were acquired.
Management determines the classification of its financial assets at the date of initial recognition.






Pg 599 of 648

15



available for sale. Financial assets held to maturity are classified as non-current except for those maturing
within 12 months from the reporting date which are classified as current.


Available-for-sale financial assets are non-derivative financial assets that are not classified in any of the
above categories of financial assets.

Financial assets available for sale are recorded within non-current assets unless management has the
intent of disposing of the investment during the months after the reporting date.


that Express de Santiago Uno S.A. and subsidiary commit to acquire or sell the asset.


Financial assets are initially recognized at fair value plus transaction costs. Financial assets not measured
at fair value through profit or loss are initially recognized at fair value and transaction costs are recorded
in profit or loss.



expired or have been transferred and Express de Santiago Uno S.A. and subsidiary have transferred


Pg 600 of 648

16

the item being hedged.


2.10 Inventories


following 6 months and spare parts with no turnover for a period over 2 period.


Trade receivables are recognized at their nominal amount because their average maturities do not exceed
90 days.

In addition, doubtful accounts are reviewed based on an objective review of all outstanding balances at
each reporting date. Impairment losses related to doubtful accounts are recorded in the statement of
comprehensive income when they arise. Trade receivables are recorded within current assets within trade
and other receivables if they mature within 12 months from the reporting date.


acquisition date.

2.13 Share capital



Pg 60l of 648

17


Express de Santiago Uno S.A. and subsidiary recognize employee vacations on an accrual basis at their
nominal amount.



It is important to note that when the difference between the nominal amount and the fair value is not
significant, the nominal value is used.

maturities.


The income tax expense for the year includes the taxes of Express de Santiago Uno S.A. and subsidiary
based on taxable income for the year along with tax adjustments from prior period and changes in
deferred taxes.

Deferred tax is recognized with respect to temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred taxes are determined using tax rates (and laws) enacted in each country at the date of the
consolidated statement of financial position that are expected to be applied when the deferred tax asset is
realized or the deferred tax liability is settled.

Deferred tax assets are recognized when it is probable that the group entities will have future taxable
profits will be available against which they can be utilized.

2.17 Provisions

Express de Santiago Uno S.A. and subsidiary recognize a provision when they have a contractual
obligation and an obligation has resulted from a past event.


(i) As a result of a past event Express de Santiago Uno S.A. and subsidiary have a present legal or

Express de Santiago Uno S.A. and subsidiarys best estimate. The discount rate used to determine the
Pg 602 of 648

18
present value reflects the current market assessments of the time value of money and the risks specific to
the liability.







Express de Santiago Uno S.A. and subsidiary recognize the revenue from advertising activities when they
can be estimated reliably, it is probable that the economic benefits associated with the transaction will flow
to the entity and the specific conditions for each of the Companys activities are met. Revenue from the
sale of advertising services are recorded when the service has been totally provided. Advertising services
relate to short-term campaigns and, therefore, there is no partial revenue recognition.

a) Revenue from indemnity for change in concession agreement


2.19 Leases


Express de Santiago Uno S.A. and subsidiary lease property, plant and equipment. Assets held by the

reduction of the outstanding liability. Lease liabilities net of the finance expense are recorded within other
financial liabilities. The finance expense is allocated to each period during the lease term so as to produce
a constant periodic rate of interest on the remaining balance of the liability. Assets acquired under finance
leases are depreciated over the lower of their useful lives of lease term.

Leases as lessee operating lease


The Company reviews lease agreements to determine whether there is an embedded derivative. At March
31 2014 and December 31, 2013, there are not embedded derivatives.

Pg 603 of 648

19
2.20 Overhaul




30% of the profit for the period as described in Note 20.2.





2.24 Rights receivable

similar to a debt security in unidades de fomento issued by the Chilean Government (BTU or BCU). The
income related to the indemnity were recorded as a reduction of debts maintained by the Company with
the AFT at the time the amount of the indemnity was agreed; such debts were related to the prior
Concession Agreement.

2.25 Environment


Pg 604 of 648

20


function to the Administrador Financiero del Transantiago. The way in which such revenue is determined
is included in the concession agreement and consists mainly of the following:


The risk of collection is very low as the final client is the MTT, which pays for the services received within
a 15-day period.



As a result of the placement of bonds in the amount of MUS$464,000 made by the related party
Inversiones Alsacia S.A. in February 2011 for which the Company is guarantor, the Company received a
loan from Inversiones Alsacia S.A. in the equivalent in Chilean pesos of MUS$198,709. As most of the
Companys assets are expressed in Chilean pesos, there was a currency mismatch due to the existence
of net liabilities in US dollars.



In thousands of Chilean pesos 03-31-2014 12-31-2013
Assets 105,087,127 118,180,093
Liabilities 105,087,127 118,180,093
US dollars 60,614,383 75,508,599
Net liability in US dollars 60, 614,383 75,508,599

At March 31, 2014, the Company reduced its net liabilities in United States dollars. This liability relates to
the long-term loan granted by Inversiones Alsacia S.A.

Considering the mentioned risk factors, the Company periodically assesses the convenience of covering
the Chilean peso/US dollar mismatch.

However, it is important to note that changes in the exchange rate affect the Companys consolidated
financial statements because its obligations are expressed in foreign currency and, therefore, changes,
whether positive or negative are reflected in the foreign currency translation gain (loss) account in the
statement of profit or loss which affects the Companys equity but it does not directly affect cash flows.

Pg 605 of 648

21

3.3 Fuel price risk management

The adjustment formula included in the Concession Agreement includes a variation in the price of diesel
with a weighting of 29%, among other macro economic variables. The weighting of diesel in relation to
total costs is similar to the weighting in the revenue index. Accordingly, the Company does not consider
there is a risk related to the fuel price.



3.5 Liquidity risk


significant investments have been made or are planned to be made in the medium term, with the
exception of major bus maintenance (overhaul).


3.6 Market risk management

The Companys main market risk relates to the fluctuation of the Chilean peso compared to the United
States dollar.


Pg 606 of 648

22
At March 31, 2014 and 2013, such indexes are as follows:





Express de Santiago Uno S.A. and subsidiary make investments and assumptions in relation to the future.



The management of Express de Santiago Uno S.A. and subsidiary estimate the useful lives and related





Pg 607 of 648

23
available quotas.

d) Deferred taxes

can be utilized.

to debt contracts).

e) Impairment

Financial assets



characteristics.



Pg 608 of 648

24



rata basis.

Impairment losses recognized in prior period are assessed at each reporting date for any indication that

e) Deferred income

is similar to a debt security in unidades de fomento issued by the Chilean Government (BTU or BCU) net
of the debts maintained by the AFT which are presented in Note 9.

Amortization of deferred revenue is estimated as each of the estimated installments accrues (in UF at
each reporting period).

Pg 609 of 648

25

Cash and cash equivalents comprise cash in bank, mutual funds and other financial investments with
maturities of three months or less from the acquisition date.

At March 31, 2014 and December 31, 2013, cash and cash equivalents are as follows:

March 31,
2014
ThCh$
December 31,
2013
ThCh$

Fixed fund 8,192 10,774
Cash in bank 355,908 357,656
Mutual funds Banco Santander (1) 3,053,557 4,439,637

(1) At March 31, 2014, mutual funds correspond to 1,773,117.75. of quotas from the serie Ejecutiva
At December 31, 2013, mutual funds correspond to 2,604,229 of quotas from the serie Ejecutiva

At March 31, 2014 and December 31, 2013, balances of cash and cash equivalents per currency are as
follows:

Type of currency
2014 2013
ThCh$ ThCh$

Chilean peso
3,417,657 4,808,067


Classes of assets presented in the statement of cash
flows
2014 2013
ThCh$ ThCh$


At March 31, 2014 and December 31, 2013, there were no restrictions over the use of cash and cash
equivalents.

Pg 6l0 of 648

26


Financial Instruments March 31, 2014:

Financial assets at March 31, 2014

Loans and receivables
ThCh$
ThCh$
Total
ThCh$

9,472,245 - 9,472,245
- current
1,175,753 - 1,175,753
Rights, current 3,851,632 - 3,851,632
non-current
- - -

Financial liabilities at March 31, 2014

Liabilities at fair value
ThCh$
ThCh$
Total
ThCh$

661,513 - 661,513
- 21,550,089 21,550,089
Accounts payable due to related parties -
current
- 30,888,323 30,888,323
1,013,775 - 1,013,775
non-current
- 36,423,957 36,423,957

Pg 6ll of 648

27


Loans and
receivables
ThCh$
ThCh$
Total
ThCh$

8,863,834 - 8,863,834
Accounts receivable due from related parties -
current
1,393,959 - 1,393,959
Rights, current 7,700,716 - 7,700,716
non-current
- - -


Liabilities at fair
value through
profit or loss
ThCh$
ThCh$
Total
ThCh$

95,471

95,471
- 19,885,291 19,885,291
- 37,534,671 37,534,671
712,745 - 712,745
Accounts payable due to related parties non-
current
- 41,194,147 41,194,147
Total financial liabilities 808,216 98,614,109 99,422,325

Pg 6l2 of 648

28



ii) Financial investments made by the Company and its subsidiary as described in Note 2.

Current and non-current assets

Currency

March 31,
2014
ThCh$
December, 31
2013
ThCh$
Cash and cash equivalents CL$ 3,417,657 4,808,067
Trade and other receivables without credit rating, current CL$ 9,472,245 8,863,834
Total 12,889,902 13,671,901


The tables below present the fair value per category of financial instrument compared to the current and

Fair value estimate
Carrying
amount
ThCh$
Fair
value
ThCh$
Carrying
amount
ThCh$
Fair
value
ThCh$
3,417,657 3,417,657 4,808,067 4,808,067
Trade and other receivables - current 9,472,245 9,472,245 8,863,834 8,863,834
Accounts receivable due from related parties - current 1,175,753 1,175,753 1,393,959 1,393,959
Rights, current
3,851,632 3,851,632 7,700,716 7,700,716
Rights receivable, non-current
17,618,081 17,618,081 21,035,280 21,035,280
- - - -

661,513 661,513 95,471 95,471
21,550,089 21,550,089 19,885,291 19,885,291
30,888,323 30,888,323 37,534,671 37,534,671
1,013,775 1,013,775 712,745 712,745
36,423,957 36,423,957 41,194,147 41,194,147


Pg 6l3 of 648

29
NOTE 7 OTHER NON-FINANCIAL ASSETS, CURRENT

At March 31, 2014 and December 31, 2013, other non-financial assets are as follows:

March 31,
2014
December 31,
2013

Advanced insurance 958,874 1,636,950
Other 356,151 563,658
Total other non-financial assets, current 1,652,251 2,537,834



Trade and other receivables, current
2014 2013
ThCh$ ThCh$
Accumulated impairment on trade receivables (1)
(46,200) (23,918)
Other receivables 72,702 92,702
Total trade and other receivables, current 9,472,245 8,863,834

(1) The Company accrues provisions for impairment in case there is evidence of impairment of trade
receivables. The criteria applied to determine whether there is objective evidence of impairment
losses are the maturity of the portfolio, actual impairment (default) and actual market signals.

At March 31, 2014 and December 31, 2013, the balances of trade and other receivables per type of
currency are as follows:

Type of currency
2013 2013
ThCh$ ThCh$
Chilean peso 9,472,245 8,863,834

Pg 6l4 of 648

30

Category
2014 2013
ThCh$ ThCh$

Provision for revenue from payments (1) 6,103,861 4,565,066
Advertising 502,580 1,098,363
Other receivables (3) 72,702 92,702


(1) Provision for revenue from payments received between March 16 and 31, 2014 and 2013 and
between December 16 and 31, 2013, which were paid by the Administrador Financiero del
Transantiago during April 2014 and January 2014, respectively, in conformity with the basis of the
Concession Agreement and its subsequent amendments.

(2) This balance relates to the revenue accrued at March 31, 2014 and December 31, 2013,
respectively, under the mechanism named AIPK which compensates the Company based on the
changes in user demand as a result of a base value defined at the beginning of the validity of the
Concession Agreement. This mechanism is estimated every 24 settlements, that is, every 12
months, and it operates within a range of applications.

(3) This balance relates to loans to personnel and unions.

At March 31, 2014 and December 31, 2013 the Companys trade receivables are as follows:

2014 2013
ThCh$ ThCh$

Maturity under three months
9,472,245 8,863,834

Pg 6l5 of 648

31


No.18.046 for Public Companies.

Short and long-term fund transfers from and to the parent or between related parties which do not relate to
the collection or payment of services are recorded as commercial current accounts establishing a variable
interest rate for the monthly balance based on market conditions.

At March 31, 2014 and December 31, 2013 accounts receivable from related parties are as follows:

ID number Company


ThCh$ ThCh$
Current

99.577.400-3
Inversiones Alsacia
S.A. (1) Chile
Common
owner
Chilean
pesos 468,638 468,528
76.195.710-4
Inversiones Eco Uno
S.A. (1) Chile Parent
Chilean
pesos 118,283 118,283
76.099.998-9
Camden Servicios
SpA (2) Chile
Common
owner
Chilean
pesos 588,832 807,148

Total accounts receivable due from related
parties, current 1,175,753 1,393,959
Non- current

99.577.400-3

Inversiones Alsacia
S.A. (3) Chile
Common
owner
Chilean
pesos - -

Total accounts receivable due from related parties, non-current - -

(1) This balance relates to transactions for re-invoicing of expenses.
Alsacia S.A. for which the Company is a guarantor.

Pg 6l6 of 648

32
9.2 Accounts payable due to related parties

At March 31, 2014 and December 31, 2013, accounts payable to related parties are as follows:

ID number Company

ThCh$ ThCh$
Current

Common
owner US dollars 30,259,034 36,866,558
Common
owner Chilean pesos 629,289 668,113

Total accounts payable to related parties, current

30,888,323 37,534,671
Non-current

99.577.400-3

Common
owner US dollars 27,231,425 37,745,274

99.577.400-3

Common
owner Chilean pesos 9,192,532 3,448,873

Total accounts payable to related parties, non-current 36,423,957 41,194,147 36.42

(1) This balance relates to a loan obtained from Inversiones Alsacia S.A. on February 28, 2011 which
was used to pre-pay all of the Companys financial obligations.

The loan obtained from Inversiones Alsacia S.A. in the amount of US$198,709,385 and accrues interest at
an annual rate of 8.05% payable on a semiannual basis. The principal is amortized using the Companys
cash surplus as follows:

Date Amortization

Date Amortization
02-18-2011 0.00%

02-18-2015 7.78%
08-18-2011 0.00%

08-18-2015 6.03%
02-18-2012 3.45%

02-18-2016 8.51%
08-18-2012 3.00%

08-18-2016 6.38%
02-18-2013 6.31%

02-18-2017 10.19%
08-18-2013 4.72%

08-18-2017 8.36%
02-18-2014 7.67%

02-18-2018 11.94%
08-18-2014 5.54%

08-18-2018 10.11%

Among other pre-payment expenses, the transaction gave rise to a commission for the issuance of the
loan obtained for MUS$7,900 which are included within finance costs.

Alsacia S.A. for which the Company is the guarantor.

Pg 6l7 of 648

33

At March 31, 2014 and December 31, 2013, transactions with related parties are as follows:

March 31, 2014

ID number Company

Country of

Transaction Amount
Credit (debit)
to profit or
loss
99.577.400-3 Inversiones Alsacia S.A. Chile Common owner ThCh$ Transfer of funds received 5,743,658 -
and management and
services
1,531,274 (1,531,274)

December 31, 2013

ID number Company

Country of

Transaction Amount
Credit (debit)
to profit or
loss

15,973,904

-
and management and
services

4,546,789

(4,546,789)


At March 31, 2014 and December 31, 2013, payments, salaries as well as financial, commercial and
management advisories received by members of the Board of Directors amount to ThCh$27,000 and
ThCh$108,000, respectively.

Express de Santiago Uno S.A. and subsidiary have an incentive system based on the Companys
operating profit which consists of an annual bond payable to main executives and individuals in other
eligible positions.


Pg 6l8 of 648

34
Companys main executives and managers for the year from January to March 2014 and to January to
December 2013 amounted to ThCh$127,742 and ThCh$545,518, respectively. During the period ended
March 31,2014 and December 31, 2013, no provision for severance payments has been accrued.

NOTE 10 INVENTORIES

At March 31, 2014 and December 31, 2013 , inventories are follows:

Inventories
March 31,
2014
December 31,
2013
ThCh$ ThCh$

Spare parts and fuel 1,745,505 1,677,924
Provision for obsolescence (120,101) (120,101)
Total inventories 1,625,404 1,557,823

measured at their average acquisition cost. The Company does not record pledges or guarantees over
inventories at March 31 2014 and December 31, 2013.

Changes in the provision for obsolescence

Changes
March 31,
2014
ThCh$
December 31,
2013
ThCh$

Balance at January 1 (120,101) (339,135)
Increases - -
Provision used - 219,034
Final balance (120,101) (120,101)

The balance of inventories recorded as cost was ThCh$2,312,277 at March 31, 2014 (ThCh$9,171,033 at
December 31, 2013).

Pg 6l9 of 648

35

At March 31, 2014 and December 31, 2013, current tax assets are as follows:

Current tax assets
December 31,
2014
ThCh$
December 31,
2013
ThCh$

Total current assets 570,485 570,485

credit against income taxes. Such expenses will be recovered upon performing the annual tax
return.

NOTE 12 RIGHTS RECEIVABLE

S.A. which establishes the amount of UF1,321,469 as final indemnity for the early termination of the

Deferred income related to the indemnity is presented in Note 19.

Concept Currency March 31, 2014 December 31, 2013

Deferred rights receivable UF 3,851,632 17,618,081 7,700,716 21,035,280
Final balance 3,851,632 17,618,081 7,700,716 21,035,280

Pg 620 of 648

36
The established payment schedule for these rights is as follows:

January 31, 2014 330,367
January 31, 2015 198,220
January 31, 2016 198,220
January 31, 2017 264,294
October 20, 2018 330,368
Total 1,321,469

As stated in Resolution No.259, the following conditions shall be met in order for the 1 to 4 installments to
be paid as stated in the table above:

exceed five percent (5%) of Quarterly Revenue, in the case of the first installment and of the
annual revenues in the case of the 3 next ones.




accumulate and will be paid with the last installment maturing on October 20, 2018. If, at any time during
the remaining concession period the contract is terminated, the indebted amounts will not be paid by the
Ministerio de Transportes y Telecomunicaciones.

At March 31, 2014, the Company has complied with all the conditions stated above and, accordingly, it
has recorded operating profit from the indemnity in the amount of ThCh$959,242.


Pg 62l of 648

37

At March 31, 2014 and December 31, 2013, the main classes of non-internally generated intangible
assets of Express de Santiago Uno S.A. and subsidiary are as follows:

March 31, 2014
Gross value
Accumulated
ThCh$ ThCh$ ThCh$

RTO (1) 49,981,023 (31,436,875) 18,544,148

December 31, 2013
Gross value
Accumulated
ThCh$ ThCh$ ThCh$

RTO (1) 49,981,023 (30,382,760) 19,598,263

(1) This balance relates to the total contribution made to the Operative Technical Reserve (RTO) by the
Troncal No.4 business unit to cover temporary mismatches between the systems revenues and
expenses. This amount is amortized based on the projected revenue curve to be obtained from the
rendering of transport services. The amortization expense is part of the cost to sell within the
consolidated statement of comprehensive income per function.

RTO and are to be credited by the AFT to the transitory account 2. The AFT can freely dispose of
function

software acquired from third parties. These licenses have an estimated useful life from 3 to 5 period

Pg 622 of 648

38
Changes in intangible assets other than goodwill at March 31, 2014, are as follows:


to March 31, 2014
Operative technical
reserve
(1)
ThCh$
AFT
contribution
(2)
ThCh$
Computer
licenses
(3)
ThCh$
Total

ThCh$


20 months
Net value at January 1, 2013 19,598,263 328,341 1,141,206 21,067,810

Net value at March 31, 2014 18,544,148 310,681 1,163,812 20,018,641
Operative technical
reserve
(1)
ThCh$
AFT
contribution
(2)
ThCh$
Computer
licenses
(3)
ThCh$
Total

ThCh$


23 months

Net value at December 31, 2013 19,598,263 328,341 1,141,206 21,067,810
Pg 623 of 648

3
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Pg 625 of 648

41
At March 31, 2014, property, plant and equipment are comprised as follows:

March 31, 2014
Gross value
Accumulated
ThCh$ ThCh$ ThCh$
Land 4,411,417 - 4,411,417
Buildings
22,919,498 (8,155,342) 14,764,156
Plant and equipment
1,823,792 (1,196,101) 627,691
661,646 (499,916) 161,730
185,369 (158,260) 27,109
Motor vehicles
108,939,852 (83,652, 014) 25,287,838
781,536 (446,991) 334,545
140,935 (70,443) 70,492


December 31, 2013
Gross value
Accumulated
ThCh$ ThCh$ ThCh$
Land 4,411,417 - 4,411,417
Buildings
22,911,305 (7,890,889) 15,020,416
Plant and equipment
1,822,742 (1,147,671) 675,071
654,452 (485,585) 168,867
185,369 (155,447) 29,922
Motor vehicles
108,734,196 (80,799,917) 27,934,279
781,536 (436,473) 345,063
125,476 (66,226) 59,250

a) Property, plant and equipment subject to guarantees or restrictions

At March 31, 2014 and December 31, 2013, Express de Santiago Uno S.A. and subsidiary has not
included the cost of dismantling, retiring or rehabilitating the sites where it operates due to the low
probability that this situation occurs.

b) Insurance

Express de Santiago Uno S.A. and subsidiary have insurance policies to cover against the risk to which
losses due to strikes. Express de Santiago Uno S.A. and subsidiary consider that the coverage provided
by these policies is adequate considering the risks inherent to their activities.

Pg 626 of 648

42
c) Impairment losses

Property, plant and equipment were tested for impairment. The present value estimates of future cash
flows to be obtained from cash generating units include a market improvement and the maintenance of
low cost structure in the medium and long-term; accordingly, no impairment has been recorded.

d) Finance leases

Assets acquired under finance leases are classified within other property, plant and equipment.


Deferred taxes correspond to the income tax that Express de Santiago Uno S.A. and subsidiary will pay
purposes.



Deferred taxes
Deferred tax Deferred tax Deferred tax Deferred tax
assets liabilities assets liabilities

Other events 221,899 - 209,937 -
Tax/financial property, plant and equipment - 4,611,026 - 5,140,093
Tax/financial indemnity 3,530,664 - 4,089,704 -
Intangible assets - 3,770,966 - 3,985,321
Accumulated tax loss 3,647,164

3,157,506 -
Leased assets

50,331 - 65,402
Total 7,685,042 8,432,323 7,795,762 9,190,816
Net deferred taxes

747,281 - 1,395,054

Pg 627 of 648

43
At March 31, 2014, the deferred tax resulting from tax losses amounts to ThCh$3,647,164 These losses
can be used against future profits generated by companies generating such losses, as follows:


Country

Credit (debit) to profit
or loss
March 31,
2014
ThCh$
January 1,
2014

ThCh$
March 31,
2014

ThCh$

Express de Santiago Uno S.A. Chile
3,647,164
3,157,506 489,658
Total 3,647,164 3,157,506 489,658


At March 31, 2014 and December 31, 2013, changes in deferred tax assets are as follows:

Changes
2014 2013
ThCh$ ThCh$

Balance at January 1 7,795,762 8,154,215
Accrued vacations (53,300) 38,417
Tax/financial property, plant and equipment

-
Tax/financial indemnity (559,040) (732,961)
Tax loss 489,658 280,586
Impairment of spare parts

-


Changes
2014 2013
ThCh$ ThCh$

Initial balance 9,190,816 12,143,958
Tax/financial property, plant and equipment (529,067) (2,114,401)
Intangible assets (214,355) (818,153)
Leased assets (15,071) (20,588)

Pg 628 of 648

44
To reflect the effect of the legal change in income taxes, Express de Santiago Uno S.A. and subsidiary
have recorded all credits (debits) resulting from differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes in relation to the
difference reversed in the mentioned period.

The income tax (expense) benefit is as follows:

(Income tax (expense) benefit

March 31,
2014
ThCh$
2013
ThCh$

Effect of deferred taxes 647,773 361,635

Total income tax (expense) benefit, net
647,773 361,635


March 31,
2014
ThCh$
2013
ThCh$

Income tax expense using the domestic tax rate (887,701) (61,641)
Tax effect of non-deductible expenses 1,535,474 423,276

(Expense) benefit using the effective tax rate 647,773 361,635

March 31,
2014
%
2013
%

Domestic tax rate
20.00 20.00
Effect of non-deductible expenses (34.60) (137.30)

Total tax rate (14.60) (117.30)

Pg 629 of 648

45

At March 31, 2014 and December 31, 2013, other financial liabilities are as follows:

Current
ThCh$
Non-current
ThCh$
Current
ThCh$
Non-current
ThCh$

Drafts payable (1) 661,513 1,013,775 95,471 712,745

Total other liabilities 661,513 1,013,775 95,471 712,745

(1) This balance relates to a line of credit granted by Volvo for the acquisition of spare parts. Drafts are
issued on a monthly basis in conformity with the purchases made.



2014 2013
ThCh$ ThCh$

Current

Suppliers (1) 17,228,305 14,821,519
Personnel withholdings 1,191,322 1,213,750
Accrued vacations 1,426,575 1,693,075
Other payables (2) 1,703,887 2,156,947

Total trade and other payables

21,550,089 19,885,291

(1) In the case of common suppliers, the Companys policy is to pay the related invoices within 90 days

(2) Other payables include obligations related to notes payable, insurance and other accounts payable.

Pg 630 of 648

46
NOTE 18 OTHER CURRENT PROVISIONS

At March 31,2014 and December 31, 2013, other provisions are as follows:

Other provisions
2014 2013
ThCh$ ThCh$

Current

Total other current provisions 943,193 883,384

(1) This balance relates to the provision accrued for certain lawsuits filed against the Company by
former employees, regulatory agencies and others. The provision is recognized in the consolidated
statement of income within administrative expenses. The current balance at December 31, 2013 is
expected to be used during the following 12 months.

Changes in provisions between January 1, 2014 and March 31, 2014, and between January1, 2013 and
December 31, 2013 are as follows:


748,247
Increases in provisions
135,137

Balance at March 31, 2014 943,193

NOTE 19 OTHER NON-CURRENT NON-FINANCIAL LIABILITIES

agreement signed between the Ministerio de Transportes y Telecomunicaciones and Express de Santiago
Uno S.A. which establishes the amount of UF1,321,469 as final indemnity for the early termination of the

Pg 63l of 648

47
is similar to a debt security in unidades de fomento issued by the Chilean Government (BTU or BCU). For
purposes of recording the income related to the indemnity debts maintained with the AFT were reduced.

Concept Currency March 31, 2014 December 31, 2013

Deferred income UF 1,470,808 17,081,278 3,803,001 14,578,685
Closing balance 1,470,808 17,081,278 3,803,001 14,578,685

Payment dates related to this indemnity are as follows:

January 31, 2014 330,367
January 31, 2015 198,220
January 31, 2016 198,220
January 31, 2017 264,294
October 20, 2018 330,368
Total 1,321,469

As stated in Resolution No.259, the following conditions shall be met in order for the installments 1 - 4 to
be paid as stated in the table above:

exceed five percent (5%) of Quarterly Revenue, in the case of the first installment and of the
annual revenues in the case of the 3 next ones.




Pg 632 of 648

48
accumulate and will be paid with the last installment maturing on October 20, 2018.

At March 31, 2014, the Company has complied with all the conditions stated above and, accordingly, it
has recorded operating profit from the indemnity in the amount of ThCh$959,242.



The Companys subscribed and paid capital amounts to twenty-one million eight hundred eighty-seven
thousand three hundred four (ThCh$21,887,304) which is divided into one hundred eighty-eight thousand
seven hundred twenty (188,720).

20.1 Share capital

At March 31, 2014 and December 31, 2013, the share capital of Express de Santiago Uno S.A. and
subsidiary is as follows:

Series
Subscribed
capital
ThCh$
Paid
capital
ThCh$
Subscribed
capital
ThCh$
Paid
capital
ThCh$

Single 21,887,304 21,887,304 21,887,304 21,887,304

Total capital 21,887,304 21,887,304 21,887,304 21,887,304

Common shares
Number of
shares
Common
shares
Own
shares Total

January 1, 2014 188,720 188,720 188,720 188,720

Balance at March 31, 2014 188,720 188,720 188,720 188,720


In conformity with Article No.79 of the Public Company Act and unless otherwise unanimously agreed by
shareholders, the Public Companies are obligated to pay to their shareholders a mandatory minimum
cash dividend equivalent to 30% of the profit for the period in proportion to the shares they own or as

Pg 633 of 648

49
Express de Santiago Uno S.A. and subsidiary recorded accumulated losses and loss for the period;
therefore, no dividends were paid.

20.3 Shareholders

The shareholders of Express de Santiago Uno S.A. and subsidiary are as follows:

Shareholder
Percentages
March 31,
2014
December 31,
2013

Inversiones Eco Uno S.A. 99.99% 99.99%

Total 100.00% 100.00%

20.4 Capital Management

Capital management relates to the administration of the Companys equity. Express de Santiago Uno S.A.
and subsidiarys capital management has the purpose of maintaining a balance between the cash flows
investments in property, plant and equipment that allow maintaining an operation compliance level
covering an adequate leverage level thus optimizing the return for shareholders and maintaining a
conservative financial position.

reported in Note 32.4, 7. Additionally, these agreements require the Company beyond its own policies, to
maintain a responsible, to meet certain financial ratios, and is subject to limitations for investments in the
item of property, plant and equipment and financial position dividends .

Pg 634 of 648

50

At March 31, 2014 and December 31, 2013, other reserves are as follows:

Other reserves
March 31,
2014
ThCh$
December 31,
2013
ThCh$

Initial balance (1)
215,568 215,568
Others - -
Total
215,568 215,568




Subsidiary
Percentage of non-
equity
Equity in profit or
loss of investee

2014
%
2013
%
2014
%
2013
%
2014
%
2013
%

EXPS de Colombia Ltda. (1) 0.01 0.01 - - - -

Total non-controlling interest 0.01 0.01 - - - -

(1) The non-controlling interest recorded in the consolidated statement of financial position and
consolidated statement of comprehensive income per function is nearly zero as it relates to the
0.01% interest in Express de Colombia Ltda.

Pg 635 of 648

51
NOTE 23 REVENUE

At March 31, 2014 and 2013, revenue is detailed as follows:

Revenue
2014
ThCh$
2013
ThCh$
Collection Troncal No. 4 (1) 31,469,173 28,834,541
Accrued indemnity (2) 959,242 931,562
Static and dynamic advertising in buses (1) 407,960 384,857
Total revenue 32,863,375 30,150,960

(1) Revenue corresponds mainly to the payment of services associated with the Concession
Agreement and the lease of static and dynamic advertising in buses.

(2) At March 31, 2014 and December 31, 2013, the Company has complied with all the conditions
established as per Resolution No.259 issued by the Ministerio de Transportes y
Telecomunicaciones and has recorded operating profit in relation to the indemnity in the amount of
ThCh$959,242 and ThCh$3,752,692, respectively. (Note 20). For purposes of recording the
revenue related to the indemnity and as stipulated in clause fourth of Resolution No.259 issued by
the Ministerio de Transportes y Telecomunicaciones which states: the parties agree that all the
rights and obligations resulting from the current concession agreement will extinguish when all the
administrative acts stipulating (i) the approval of this agreement, (ii) the early termination of the
current concession agreement, and (iii) the approval of the New Concession Agreement have been
totally and accumulatively processed, when the Controllership became aware of the mentioned
resolution all debts maintained with the AFT were reduced. See Note 19.


At March 31, 2014 and 2013, the cost of sales is as follows:

Cost of sales
2014
ThCh$
2013
ThCh$
Salaries and benefits 9,063,073 9,233,140
Operating costs 11,780,559 10,392,265
Amortization and depreciation 3,926,858 4,165,930
Total cost of sales 28,653,298 27,311,824

NOTE 25 - OTHER INCOME / OTHER EXPENSES PER FUNCTION

At March 31, 2014 and 2013, other income by type is as follows:

2014
ThCh$
2013
ThCh$
Leases 51,339 -
Indemnity for bus sinister - 23,447

Pg 636 of 648

52
At March 31, 2014 and 2013, other expenses by type are as follows:

2014
ThCh$
2013
ThCh$

Non-deductible expenses 5,818 5,587
Other expenses by type 10,903 -
Disposal of property, plant and equipment 38,549 54,566
Fines
Total other expenses by type 55,270 60,153


At March 31, 2014 and 2013, administrative expenses are as follows:

2014
ThCh$
2013
ThCh$

Salaries and benefits (1) 837,622 759,994
Amortization and depreciation 419,942 117,790
Total administrative expenses 3,749,594 2,956,841

(1) At March 31, 2014 and 2013, the Companys employees were 4,822 and 4,800, respectively


At March 31, 2014 and 2013, finance income is as follows:

Finance income
2014
ThCh$
2013
ThCh$

Other finance income (1) 165,335 -
Total finance income 190,445 43,914

(1) The balance of other finance income corresponds to the financial effect of the recognition of rights
receivable recorded at the present value of the indemnity applying a discount rate of 2.5% which is

Pg 637 of 648

53

At March 31, 2014 and 2013, finance costs are as follows:

Finance costs
2014
ThCh$
2013
ThCh$

Interest for loan from related party (1) 1,243,457 1,639,408
Other bank commissions 6,699 3,335
Other finance expenses (2) 135,363 31,058
Total finance costs 1,385,519 1,673,801

(1) This balance relates to interest accrued by the loan granted by Inversiones Alsacia S.A. for the pre-
payment maintained with the International Bank.

(2) This balance relates to the finance expense resulting from the difference between the amount of
UF1,321,469 established by Resolution No.259 issued by the Ministerio de Transportes y
Telecomunicaciones for the early termination of the Concession Agreement for the Use of Roads of
Santiago and the recognition of rights receivable recorded at the present value of the indemnity
applying a discount rate of 2.5% which is similar to a debt security in unidades de fomento issued
by the Chilean Government (BTU or BCU).


March 31,
Disclosures about earnings (losses) per share 2014 2013

Earnings (loss) attributable to equity holders of the parent ThCh$ (3,790,734) 53,432
Earnings (loss) available to common shareholders, basic ThCh$ (3,790,734) 53,432

188,720 188,720
Earnings (losses) per share (20.08) 0.28



At March 31, 2014 and 2013, gains (losses) resulting from the translation of assets and liabilities in foreign
currencies other than the functional currency were recognized in profit or loss as follows:

Gains (losses) from translation of assets and liabilities in foreign currency

2014
ThCh$
2013
ThCh$

Assets in foreign currency 89,405 35
Total foreign currency translation difference
(3,856,755) 1,392,787

Pg 638 of 648

54
At March 31, 2014 and December 31, 2013, assets and liabilities in foreign currency are as follows:
Classes of current assets Currency
2014 2013
ThCh$ ThCh$
Non-adjustable
pesos
3,417,657 4,808,067
Subtotal 3,417,657 4,808,067

Non-adjustable
pesos
1,652,251 2,537,834
Subtotal 1,652,251 2,537,834

Non-adjustable
pesos
9,472,245 8,863,834
Subtotal 9,472,245 8,863,834

Non-adjustable
pesos
1,175,753 1,393,959
Subtotal 1,175,753 1,393,959

Rights receivable
Non-adjustable
pesos
3,851,632 7,700,716
Subtotal 3,851,632 7,700,716

Inventories
Non-adjustable
pesos
1,625,404 1,557,823
Subtotal 1,625,404 1,557,823

Current tax assets
Non-adjustable
pesos
570,485 570,485
Subtotal 570,485 570,485

Classes of non-current assets Currency
2014 2013
ThCh$ ThCh$

Rights receivable
Non-adjustable
pesos
17,618,081 21,035,280

Subtotal 17,618,081 21,035,280

Non-adjustable
pesos
- -
Subtotal - -

Intangibles assets other than goodwill
Non-adjustable
pesos
20,018,641 21,067,810

Subtotal 20,018,641 21,067,810

Non-adjustable
pesos
45,684,978 48,644,285
Subtotal 45,684,978 48,644,285

Pg 639 of 648

55
Classes of current liabilities Currency
2014 2013
ThCh$ ThCh$

Non-adjustable
pesos
-

United States
dollars
661,513 95,471
Subtotal 661,513 95,471

Non-adjustable
pesos

1,470,808

3,803,001

Subtotal 1,470,808 3,803,001

United States
dollars
1,448,635 88,551

Non-adjustable
pesos
20,101,454 19,796,740

Subtotal 21,550,089 19,885,291

Non-adjustable
pesos
629,288 668,113
United States
dollars
30,259,035 36,866,558
Subtotal 30,888,323 37,534,671

Other provisions
Non-adjustable
pesos
943,193 883,384
Subtotal 943,193 883,384

Classes of non-current liabilities Currency
2014 2013
ThCh$ ThCh$
United States
dollars 1,013,775 712,745

Subtotal
1,013,775 712,745
Non-adjustable
pesos 17,081,278 14,578,685

Subtotal
17,081,278 14,578,685
Non-adjustable
pesos 9,192,532 3,448,873
United States
dollars 27,231,425 37,745,274
Subtotal
36,423,957 41,194,147

Deferred tax liability
Non-adjustable
pesos 747,281 1,395,054
Subtotal
747,281 1,395,054

Pg 640 of 648

56

At March 31, 2014 and 2013, the gain (loss) from assets and liabilities in unidad de fomento is as follows:


2014
ThCh$
2013
ThCh$

Loss from the adjustment of assets and liabilities in unidad de fomento 70,044 76,108

Total loss from assets and liabilities in unidad de fomento
70,044 76,108


32.1 Pledged shares

The shares of Express de Santiago Uno S.A. and subsidiary, as the guarantor of the obligations of the
related party Inversiones Alsacia S.A., were pledged by shareholders in favor of Banco Santander Chile
as the custodian of the guarantees securing the bonds issued by the mentioned related party.

32.2 Direct guarantee

Inversiones Alsacia S.A., has mortgaged its main assets in favor of Banco Santander Chile as the
custodian of the guarantees securing the bonds issued by the mentioned related party.


At the reporting date, Express de Santiago Uno S.A. and subsidiary have not received any significant
guarantees from third parties.

32.4 Restrictions

Inversiones Alsacia S.A., are obligated to comply with certain obligations and restrictions that secure the
144-A bond issued by the mentioned related party.




Pg 64l of 648

57


4. The Company must provide quarterly and annual financial statements and an activity analysis.



7. The Company, along with its related party Inversiones Alsacia S.A., the issuer of the 144-A bond,
need to maintain a minimum debt service coverage ratio (DSCR) of 1.10x starting from April 2012.
Should Inversiones Alsacia S.A. not comply with this ratio, bond holders can request the beginning
of an Early Amortization Period as defined in the Indenture (bond issuance contract).

In the Essential Event sent to the Chilean Superintendence of Securities and Insurance on August
5, 2013, Inversiones Alsacia S.A. reported that at July 31, 2013 it did not comply with the minimum
requirement for the DSCR and the minimum balance to be maintained in the reserve O&M Account.

On October 18, 2013, the Company obtained from the bond holders a waiver in relation to the
mentioned non-compliance and an approval for modifying some financial restrictions, including:

(a) DSCR: No minimum for the measurement period ending on October 31, 2013; minimum of
0.60x for the measurement periods ending on January 31 and April 30 2014; minimum of
1.20x for the measurement periods ending between July 31, 2014 and April 30, 2017; and
minimum of 1.60x for the measurement periods ending on July 31, 2017 and after. The
formula used to estimate the DSCR was also modified by including in the numerator the
measurement period.

(b) Minimum balance to be maintained in the Reserve O&M Account: the minimum required
balance was changed from 1 month to 1 week of operating expenses for the period ended on
October 31, 2014; and 2 weeks from the period ending on November 1, 2014 and after.

balance was changed from 6 months to 1 month of expenses for the period ending on April
30, 2017; and 6 months from the period ending on May 1, 2017 and after.

At March 31, 2014, Express de Santiago Uno S.A. has complied with all the restrictions and
covenants required by its financial obligations; it has also complied, along with Inversiones Alsacia

Pg 642 of 648

58
32.5 Lawsuits

At March 31, 2014, the Companys lawsuits are as follows:

amount of $450,000,000 which was filed at the 25th Civil Court of Santiago under No.C-9.241-2010
by the family of Mariana Daniela Pea Torres, deceased due to an accident occurred on August 6,
2009. The second instance final ruling requiring the Company to pay $100,000,000 as
compensation for moral damage That judgment was the subject of a cassation appeal in the Fund
by Express dated November 22, 2013, which was rejected by the Supreme Court finding that final
sentence or executed dated March 27, 2014, and in the process incidentally compliance. The
administration is managing the respective insurance coverage.

(2) On December 29, 2010, the Company was notified of a lawsuit for compensation of damages in the
rd
by Sonia Galleguillos Snchez, due to an accident occurred on June 8, 2007. The first instance final
ruling issued on July 25, 2012 requiring the Company to pay $25,000,000 as compensation for
moral damage without costs was appealed by the Company at the Santiago Court of Appeals;
resolution is pending. Management is processing the coverage amount of the related insurance.

th
by Juana Rosa Aniceto Purizaga, due to an accident occurred on October 21, 2007. On August 30,
2013, the plaintiff presented an appeal against the resolution that sentenced the abandonment of
the procedure; resolution of the appeal is pending. Management is processing the coverage amount
of the related insurance.

th
by Paola Elizabeth Palma Madariaga, due to an accident occurred on October 29, 2007. On
October 7, 2013, the evidentiary stage of the procedure was accepted but this resolution has not
been notified. Management is processing the coverage amount of the related insurance.

th
by Roberto Segundo Muoz Lpez, due to an accident occurred on April 27, 2007. The evidentiary
stage of the procedure is expected to begin. Management is processing the coverage amount of the
related insurance.

th
by Blanca Hortensia Seplveda Ramrez, due to an accident occurred on July 29, 2009. On
sentencing the payment of $89,000,000 as compensation for non-pecuniary damage and loss of
profits; resolution is pending. Management is processing the coverage of the related insurance.

(7) On July 13, 2012, the Company was notified of a lawsuit for compensation of damages in the
th
by Catalina del Pilar Pizarro Apablaza, due to an accident occurred on September 23, 2009. On
sentencing the payment of $80,000,000 as compensation for non-pecuniary damage; resolution is
pending. Management is processing the coverage of the related insurance.
Pg 643 of 648

59

th
by Enzo Alejandro Quintanilla Rodriguez, due to an accident occurred on August 20, 2011. The

nd
by Charlotte Margarita Aguilera Saba, due to an accident occurred on May 14, 2011. The
evidentiary stage of the procedure is expected to be completed. Management is processing the

th
by Ana Hilda Poblete Macaya, due to an accident occurred on August 21, 2010. The evidentiary
stage of the procedure is expected to be completed. Management is processing the coverage of the
related insurance.

th
by Ella Paula Ramrez Barril, due to an accident occurred on February 26, 2011. The evidentiary
stage of the procedure is expected to begin. Management is processing the coverage of the related
insurance.

(12) On September 27, 2013, the Company was notified of a lawsuit for compensation of damages in
the amount of $53,381,980 which was filed at the 25
th
2013 by Isabel Benigna Quilaqueo Carrasco, due to an accident occurred on September 29, 2009.
The evidentiary stage of the procedure is expected to begin. Management is processing the

th
Civil Court of Santiago under No.C-391-2013 by
Ana Rovner Goldenberg, due to an accident occurred on July 31, 2011. The evidentiary stage of
the procedure is expected to begin. Management is processing the coverage of the related
insurance.

(14) On November 15, 2013, the Company was notified of a high amount lawsuit for compensation of
damages in the amount of $275,000,000 which was filed at the 5
th
Civil Court of Santiago under
No.C-7.418-2013 by Julio Csar Augusto Ibarra Villalobos, due to an accident occurred on April 21,
2011. The evidentiary stage of the procedure is expected to begin. Management is processing the

(15) On January 23, 2014, claim for damages normal procedure is reported in largest amount in the
amount of $ 159,895,877 -., Filed by Mr. Ricardo Alberto Monteiro Vidal, by accident occurred on
September 29, 2011, followed in the 7th Civil Court of Santiago, under No C-18552-2013. He is
awaiting the test result is received. The administration is managing the respective insurance
coverage.

Pg 644 of 648

60

(16) On January 18, 2011, Express de Santiago Uno SA presented a school management executive
action to collect 8 filed bills against Via Group Advertising Limited, for the corresponding price of the
rental service of advertising space on Buses Company debt, the total amount is the sum of $
85,638,810 -., and originated the role No C-1101-2011 cause, followed before the 13th Civil Court
of Santiago, estimating a loss probability of 50% of the outstanding credit.

NOTE 33 SANCTIONS

At March 31, 2014, the Company presents the following discounts related to the regularity and frequency
indicators established in the Concession Agreement:

Total discounts for ICR (Regularity compliance index): ThCh$399,968.
Total discounts for ICF (Frequency compliance index): ThCh$352,274
Total discounts for ICPKH (new ICT) (Service fulfillment ratio): ThCh$536,685.

Starting from May 1, 2012, the ICT (Service fulfillment ratio) which is a compliance index established in
the Concession Agreement replaced the ICPKH (Kilometer-Hour Program Compliance Index) which was
in force up to April 30, 2012.


NOTE 34 ENVIRONMENT

As part of their business strategy, Express de Santiago Uno S.A. and subsidiary have defined the care
and respect for the environment as a priority. As a result, they have taken several actions to make
operations more efficient thus reducing environmental impacts.



Pg 645 of 648

61


Express de Santiago Uno S.A. and subsidiary confirm their commitment to the care for the environment
through new investments, continuous training of employees and entering into new agreements that allow
moving towards sustainable development thus reaching a balance between its operations and the
environment.


Between April 1, 2014 and the date of issuance of these consolidated financial statements, there have
Pg 646 of 648
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CLEARY GOTTLIEB STEEN & HAMILTON LLP

One Liberty Plaza

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