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OFFERING

MEMORANDUM

STRICTLY

CONFIDENTIAL

BRT Escrow Corporation SpA


expected to be combined with and into

U.S.$464,000,000

8.00% Senior Secured Notes due 2018


expected to be unconditionally guaranteed by Inversiones Alsacia S.A.s affiliates,

Inversiones Alsacia S.A.


Express de Santiago Uno S.A., Inversiones Eco Uno S.A. and Panamerican Investments Ltd.

BRT Escrow Corporation SpA (the Initial Temporary Issuer) is a special purpose company established to facilitate the issuance by Inversiones Alsacia S.A., a company holding a concession to provide bus transportation services in the Santiago, Chile metropolitan area (Alsacia or the Issuer), of U.S.$464,000,000 aggregate principal amount of 8.00% Senior Secured Notes due 2018 (the Notes). Upon consummation of the transactions described herein (which is expected to occur on or prior to February 28, 2011) Alsacia will assume the Notes and certain of its affiliates will provide guarantees as described herein. Thereafter, principal will be payable on February 18 and August 18 of each year, beginning on February 18, 2012, and interest on the Notes will be payable on February 18 and August 18 of each year, beginning on August 18, 2011. Unless redeemed or amortized prior thereto, the final payment on the Notes is expected to be made on August 18, 2018. The Issuer will be able to redeem the Notes at any time or from time to time, in whole or in part, under certain circumstances. See Description of Notes and Finance AgreementsRedemptionOptional Redemption. In addition, the Notes can be redeemed at any time, in whole (but not in part), at 100% of their principal amount, plus accrued and unpaid interest, if any, and any Additional Amounts (as defined herein) then due and payable if certain events occur involving withholding taxes. The Notes, under certain circumstances, will also be subject to mandatory redemption of the principal amount of the Notes plus accrued and unpaid interest and Additional Amounts, if any. There is no sinking fund for the Notes. See Description of Notes and Finance Agreements. Proceeds from the sale of the Notes by the Initial Temporary Issuer will be held in escrow (the Escrow) by The Bank of New York Mellon, as escrow agent (the Escrow Agent) as described herein pending (i) the consummation of specified acquisition transactions described under Use of Proceeds, (ii) the repayment out of the proceeds from the sale of the Notes of all of the outstanding indebtedness of Alsacia and Express specified herein (the Existing Indebtedness), and (iii) the combination of the Initial Temporary Issuer with and into Alsacia, including the assumption by Alsacia of the Notes and certain of its affiliates providing guarantees as described herein. See Use of Proceeds and The Escrow. The proceeds from the sale of the Notes offered hereby will be used to facilitate the transactions described herein, which will require various actions to be taken subsequent to the date hereof, including the furnishing of prepayment notices to lenders holding the Existing Indebtedness (the Existing Lenders), the release of specified items of collateral held by the Existing Lenders and certain acquisition transactions, all expected to occur on or prior to February 28, 2011. See Description of Notes and Finance Agreements. If the Escrow is not released on or prior to February 28, 2011, then three business days thereafter the Escrow shall be terminated and the Escrow Agent shall use funds on deposit in the Escrow to repay the issue price of the Notes in full, together with accrued interest and any Additional Amounts payable in respect thereof through and excluding the date of any such repayment. Thereafter, the Notes shall be deemed to have been repaid in full and no longer be outstanding or having any effect or liability attached thereto. If transactions described herein are consummated on or prior to February 28, 2011, then the Escrow shall be released and funds shall be used as contemplated under Use of Proceeds. In such event, the Initial Temporary Issuer will immediately be combined with and into Alsacia, and the Notes will become (i) senior secured obligations of Alsacia and (ii) unconditionally guaranteed (the Guarantees) on a senior secured basis by Alsacias affiliated companies, Express de Santiago Uno S.A. (Express), Inversiones Eco Uno S.A. (Eco Uno) and Panamerican Investments Ltd. (Panamerican, and collectively with Express and Eco Uno, the Guarantors). Express, like Alsacia, is a company holding a concession to provide bus transportation services in the Santiago, Chile metropolitan area and, following the transactions contemplated under Use of Proceeds, will be under common control with Alsacia by Alsacias principal shareholder, Global Public Services GPS, S.A. (GPS Group or the Principal Shareholder). For a description of our Principal Shareholder, see BusinessOur HistoryGPS Group. Eco Uno and Panamerican will at such time become intermediate holding companies that will own Express and be under common control by Alsacias Principal Shareholder upon completion of the acquisition transactions contemplated under Use of Proceeds. In addition to the Guarantees of the Guarantors, when the Notes become senior secured obligations of Alsacia, the Notes will also become secured on a first-priority basis by pledges, liens, charges and encumbrances on specified items of collateral described herein, including pledges of all of the Alsacia and Express shares held by our Principal Shareholder, rights of Alsacia and Express to payment under their respective concession agreements described herein, the bus fleet and substantially all of the owned real property used in connection with the concessions and certain transaction accounts to be maintained in connection with the Notes, subject in all cases to certain permitted exceptions, including a pledge of one of our bus terminals to another creditor extending a subordinate loan to us in connection with the issuance of the Notes. Certain other creditors that extend credit to Alsacia or any of the Guarantors after the issuance of the Notes will also be entitled to share in the collateral for the Notes on an equal basis with the Notes on specified terms and conditions. Alsacia and the Guarantors may also incur subordinated indebtedness on certain conditions described herein. See Description of Notes and Finance AgreementsCollateral and Description of Notes and Finance AgreementsCollateral Trust Agreement. The Notes and Guarantees will rank equally with any other senior secured indebtedness, and senior to any subordinated indebtedness, of the Issuer or the Guarantors existing now or in the future. The Notes and Guarantees will be structurally subordinated to the indebtedness and trade payables of any of the Issuers non-guarantor subsidiaries or affiliates. See Description of Notes and Finance Agreements. See Risk Factors beginning on page 58 for a discussion of certain risks that you should consider in connection with an investment in the Notes. Issue price: 100% plus accrued interest, if any, from February 18, 2011 The Notes and the Guarantees have not been registered, and the Issuer does not intend to register the Notes or the Guarantees, under the U.S. Securities Act of 1933, as amended (the Securities Act), or the securities laws of any other jurisdiction. The Notes are being offered only to qualified institutional buyers within the meaning of Rule 144A under the Securities Act, and in offshore transactions to persons other than U.S. persons as defined in Regulation S under the Securities Act. For a description of certain restrictions on transfer of the Notes, see Transfer Restrictions. The Issuer will apply to admit the Notes for listing on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market of the Luxembourg Stock Exchange. Currently, there is no public market for the Notes. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this Offering Memorandum is accurate or complete. Any representation to the contrary is a criminal offense. The Notes may not be offered or sold, directly or indirectly, in Chile or to any resident of Chile, except as permitted by applicable Chilean law. Delivery of the Notes will be made to investors in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, socit anonyme, on or about February 18, 2011.

Joint Book-Running Managers

BofA Merrill Lynch


The date of this Offering Memorandum is February 14, 2011

J.P. Morgan

Alsacia and Express together are the largest operator of bus transportation services in the Santiago, Chile metropolitan area, as measured by their available bus capacity and concession route length. Collectively, we operate two of the five trunk lines in Transantiago, the rapid transit system of Santiago managed by the Chilean Government.

We have a modern fleet of 1,861 buses as of September 30, 2010

We own or lease nine terminals for dispatching, servicing, inspecting and storing buses as of September 30, 2010

TABLE OF CONTENTS
Page

Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United Kingdom Selling Restriction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chilean Selling Restriction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notice to New Hampshire Residents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cautionary Statement Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Introductory Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Presentation of Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Enforcement of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exchange Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exchange Controls in Chile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Selected Financial Information of Alsacia on a Consolidated Basis and Express on a Consolidated Basis . . Managements Discussion and Analysis of Financial Condition and Results of Operations for Alsacia and Express . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transantiago . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Concessions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Escrow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exchange Rate Hedge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Description of Notes and Finance Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certain ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Validity of Notes and Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Appendix A: Significant Differences Between Chilean GAAP and IFRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . Appendix B: Alsacia Outstanding Indebtedness to be Repaid In Connection with the Offering of Notes . . . Appendix C: Express Outstanding Indebtedness to be Repaid In Connection with the Offering of Notes . . . . . Appendix D: Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

iv iv iv iv v vi vii x xi xii 1 58 82 88 89 94 130 134 148 165 169 170 173 176 178 231 235 240 242 245 245 245 F-1 A-1 B-1 C-1 D-1

For the sale of the Notes in the United States, we are relying upon an exemption from registration under the Securities Act for an offer and sale of securities that do not involve a public offering. By purchasing Notes, you will be deemed to have made certain acknowledgments, representations and agreements as set forth under Transfer Restrictions. We are not, and the initial purchasers are not, making an offer to sell the Notes in any jurisdiction except where an offer or sale is permitted. You should understand that you will be required to bear the financial risks of your investment for an indefinite period of time. We have submitted this Offering Memorandum solely to qualified institutional buyers in the United States and in offshore transactions to persons other than U.S. persons so they can consider a purchase of the Notes. We have not authorized the use of this Offering Memorandum for any other purpose. This Offering Memorandum may not be copied or reproduced in whole or in part. This Offering Memorandum may be distributed and its contents disclosed only to prospective investors to whom it is provided and, if you do not purchase the Notes, or the offering is terminated for any reason, this Offering Memorandum and other related offering materials must be returned to the initial purchasers. This Offering Memorandum is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the Notes. Distribution of this Offering Memorandum to any person other than the offeree and any person retained to advise an offeree is unauthorized, and any disclosure of any of the contents hereof without our prior written consent is prohibited. By accepting delivery of this Offering Memorandum, you agree to these restrictions. See Transfer Restrictions. This Offering Memorandum is based on information provided by us and other sources that we believe to be reliable. The initial purchasers and we cannot assure you that the information provided by any other source is accurate or complete. This Offering Memorandum summarizes certain documents and other information, and we refer you to them for a more complete understanding of what we discuss in this Offering Memorandum. In making an investment decision, you must rely on your own examination of us and the terms of the offering and the Notes, including the merits and risks involved. We are not making any representation to any purchaser regarding the legality of an investment in the Notes by that purchaser under any legal investment or similar laws or regulations. You should not consider any information in this Offering Memorandum to be legal, business, tax or other advice. You should consult your own counsel, accountant, business advisor and tax advisor for legal, tax, business and financial advice regarding any investment in the Notes. You should rely only on the information contained in this Offering Memorandum. We have not, and the initial purchasers have not, authorized any person to provide you with different information or to make any representation not contained in this Offering Memorandum. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information contained in this Offering Memorandum is accurate only as of the date on the front cover of this Offering Memorandum. Our business, financial conditions, results of operations and prospects may have changed since that date. By purchasing any Notes, you will be deemed to have acknowledged that: (i) you have received a copy of and have reviewed this Offering Memorandum; (ii) you have had an opportunity to review all financial and other information considered by you to be necessary to make your investment decision and to verify the accuracy of, or to supplement, the information contained in this Offering Memorandum and have been offered the opportunity to ask us questions, and received answers, as you deemed necessary in connection with your investment decision; (iii) you have not relied on the initial purchasers or any person affiliated with the initial purchasers in connection with your investigation of the accuracy of the information or your investment decision; (iv) the initial purchasers are not responsible for, and are not making any representation to you concerning us, our future performance or the accuracy or completeness of this Offering Memorandum; (v) you are relying only on the information contained in this Offering Memorandum in making your investment decisions; (vi) no person has been authorized to give any information or to make any representation concerning us or the Notes or the offer and sale of the Notes, other than as contained in this Offering Memorandum, and if given or made, any other ii

information or representation should not be relied upon as having been authorized by us or the initial purchasers; and (vii) the financial statements included elsewhere in this Offering Memorandum have been prepared as described under Presentation of Financial and Other Information in accordance with Chilean generally accepted accounting principles and the rules of the SVS (Chilean GAAP), which differ in certain significant respects from International Financial Reporting Standards as adopted by the International Accounting Standards Board (IFRS), and are subject to Chilean auditing standards and thus are not comparable to the financial statements of an IFRS reporting company. See Appendix A for a description of the principal differences between Chilean GAAP and IFRS as they relate to us and our consolidated subsidiaries. We reserve the right to withdraw this offering of the Notes at any time, and we and the initial purchasers reserve the right to reject any commitment to subscribe for the Notes in whole or in part and to allot to any prospective investor less than the full amount of Notes sought by that investor. The initial purchasers and certain related entities may acquire for their own account a portion of the Notes. You must comply with all applicable laws and regulations in force in any jurisdiction in connection with the possession or distribution of this Offering Memorandum and the purchase, offer or sale of the Notes and you must obtain any consent, approval or permission required of you for the purchase, offer or sale of the Notes under the laws and regulations applicable to you in force in any jurisdiction to which you are subject or in which you make the purchase, offer or sale, and neither we nor the initial purchasers will have any responsibility therefor. This Offering Memorandum has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of Notes which are subject to the offering contemplated in this Offering Memorandum may only do so in circumstances in which no obligation arises for the Issuer, the Guarantors or the initial purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to that offer. None of the Issuer, the Guarantors or the initial purchasers has authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an obligation arises for us or the initial purchasers to publish a prospectus for that offer. The distribution of this Offering Memorandum and the offering and sale of the Notes in certain jurisdictions may be restricted by law. We and the initial purchasers require persons in possession of this Offering Memorandum to inform themselves about and to observe any applicable restrictions. This Offering Memorandum does not constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in which such offer or invitation would be unlawful. The contents of Alsacias website, Expresss website, the website of Transantiago, and any other website do not form part of this Offering Memorandum. This Offering Memorandum contains some of our trademarks, trade names and service marks, including our logos, Alsacia and Express de Santiago. Each trademark, trade name or service mark of any company appearing in this Offering Memorandum belongs to its respective holder. The Notes will be available initially only in book-entry form. We expect that the Notes will be issued in the form of one or more registered global notes. The global notes will be deposited with, or on behalf of, The Depository Trust Company (DTC), and registered in our name or in the name of Cede & Co., its nominee. Beneficial interests in the global notes will be shown on, and transfers of beneficial interests in the global notes will be effected through, records maintained by DTC and its participants. We expect the Regulation S global notes, if any, to be deposited with the trustee as custodian for DTC, and beneficial interests in them may be held through the Euroclear System, Clearstream Banking S.A. or other participants. See Description of Notes and Finance Agreements for further discussion of these matters. iii

ADDITIONAL INFORMATION We currently do not file information with the United States Securities and Exchange Commission. We have agreed that while any Notes remain outstanding and are restricted securities as defined in Rule 144(a)(3) under the Securities Act, we will make available, upon request, to any holder or prospective purchaser of Notes the information required pursuant to Rule 144A(d)(4) under the Securities Act with respect to us, during any period in which we are not subject to Section 13 or 15(d) of the Exchange Act or not exempt by virtue of Rule 12g3-2(b) thereunder. Any request should be directed to us at our principal office at Ave. Santa Clara 555 Huechuraba, Santiago, Chile. UNITED KINGDOM SELLING RESTRICTION In the United Kingdom this Offering Memorandum is only being distributed to, and is only directed at, (a) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the Order); and (b) high net worth companies and other persons falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons). Any person in the United Kingdom that is not a relevant person should not act or rely on this Offering Memorandum or any of its contents. Any investment or investment activity to which this Offering Memorandum relates is available in the United Kingdom only to relevant persons, and will be engaged in only with those persons. CHILEAN SELLING RESTRICTION The Notes may not be offered or sold, directly or indirectly, in the Republic of Chile or to any resident of Chile, except as permitted by applicable Chilean law.

NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS AMENDED (RSA 421-B), WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

iv

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Offering Memorandum contains words, such as believe, intend, estimate, expect, could, may, will, plan, target, project, potential, predict, forecast, guideline, should, anticipate and similar expressions, that identify forward-looking statements reflecting our views about future events and financial performance. Words such as believe, could, may, will, anticipate, plan, expect, intend, target, estimate, project, potential, predict, forecast, guideline, should and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. Statements that are not historical facts, including statements about our strategy, plans, objectives, assumptions, prospects, beliefs and expectations, are forward-looking statements. Forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties. These forward-looking statements are based on current plans, estimates and projections, and therefore you should not place undue reliance on them. Actual results could differ materially and adversely from those expressed or implied by the forward-looking statements as a result of factors that may be beyond our control, including but not limited to: our ability to service our debt, fund our working capital requirements or comply with financial covenants in our debt instruments; our ability to fund and implement our capital expenditure programs; our ability to successfully complete acquisitions and disposals; partnerships, existing or future; and our ability to realize expected synergies or cost savings; our ability to comply with the terms of the Concession Agreements and related agreements; changes in our regulatory environment, including transportation and environmental regulations; the maintenance of our relationship with the Ministry; the maintenance of our relationships with our employees; Passenger Validations and seasonality; fluctuation of fuel prices; the state of the Chilean and world economies; the relative value of the Chilean peso compared to other currencies; the effects of inflation; the effects from competition; and the effects of changes in interest rates.

Some of these factors are discussed under Risk Factors, but there may be other risks and uncertainties not discussed under Risk Factors or elsewhere in this Offering Memorandum that cause actual results to differ materially from those in forward-looking statements. In any event, these statements speak only as of their dates, and we do not undertake any obligation to update or revise any of them as a result of new information, future events or otherwise. v

INTRODUCTORY NOTE Since its inception in 2005, Alsacia has been owned by Carlos and Javier Ros and certain members of their family. For over a decade, the Ros family has been engaged in various businesses related to the provision of public services, including bus and other transportation services and waste management services in Latin America, principally in Colombia and Chile. In addition to the Ros familys ownership of Alsacia, since 2005 they have jointly owned Express with Grupo Transportador (Grupo Transportador), a group of business entities and individuals based in Colombia, as part of their joint interest in participating and developing the passenger bus transportation business in Santiago, Chile. In 2011, as part of a plan to separate their activities, the Ros family and Grupo Transportador determined that they would restructure their ownership of Alsacia and Express whereby, among other things: (i) the Ros familys direct interests in Alsacia and Express would be transferred to a newly formed holding company, GPS Group;

(ii) GPS Group would acquire Grupo Transportadors interest in Express as a result of which GPS Group would own all of the outstanding shares of Alsacia and Express (other than a de minimis number of shares required to be held under Chilean law by a second shareholder in order to maintain a separate corporate existence) through two intermediate holding companies, Eco Uno and Panamerican (both of which exist to maximize operational flexibility and tax efficiency for the Ros family and, subsequently, GPS Group); (iii) as a result of common ownership by GPS Group, Alsacia and Express would become affiliated companies under common control by the GPS Group; and (iv) Alsacia and Express would repay all of their Existing Indebtedness held by the Existing Lenders. Alsacia is issuing the Notes contemplated herein to refinance all of the outstanding Existing Indebtedness and to facilitate the Acquisition. However, as a result of (i) the inability of Alsacia and Express to incur additional indebtedness pursuant to the requirements of the Existing Indebtedness and (ii) the request by Existing Lenders, our Principal Shareholder has caused the incorporation of the Initial Temporary Issuer, a special purpose bankruptcy remote entity organized under the laws of Chile, to issue the Notes being offered hereby. The Initial Temporary Issuer will be wholly owned by two corporations formed under the laws of the British Virgin Islands, which in turn are wholly owned by a trust formed under the laws of the British Virgin Islands independent of Alsacia, Express, our Principal Shareholder and their respective affiliates. The purpose of establishing the Initial Temporary Issuer is to allow funds to be raised that will be, among other things, used to repay the Existing Indebtedness, which otherwise would not be repaid simultaneous with, or out of the proceeds of, the initial issuance of the Notes and which is required to be repaid therefor following delivery of specified prepayment notices. As a result, following the issuance of the Notes, the proceeds thereof will be placed in the Escrow pending delivery of the aforesaid prepayment notices to the Existing Lenders. See The Escrow. Upon release of the Escrow, (i) Alsacia, Express, Eco Uno and Panamerican will be companies under common control by GPS Group, (ii) Alsacia and Express, as the operating companies in Chile controlled by GPS Group, will be operated as part of a common enterprise controlled by GPS Group and the Notes will have the terms as described under Description of Notes and Finance Agreements. vi

PRESENTATION OF FINANCIAL AND OTHER INFORMATION Financial Information General As noted above under Introductory Note, the Notes offered in this Offering Memorandum are part of a plan undertaken by GPS Group, Alsacia and Express to reorganize the holding of interests in Alsacia and Express, refinance their current debt obligations, fund various capital expenditures and expand the role of Alsacia and Express as principal providers of passenger bus services in the Santiago, Chile metropolitan area. See Introductory Note. As a result of the Acquisition, Alsacia, Express, Eco Uno and Panamerican will become affiliated companies under common control by GPS Group. GPS Group intends to operate Alsacia and Express jointly under common management and to develop common operating procedures and sharing of overhead and other costs in order to maximize efficiencies for both entities. No formal operating agreement has been developed to date. As a result, this Offering Memorandum presents financial information separately for Alsacia and Express, which are operating companies, because both will be commonly controlled subsidiaries of GPS Group, but neither will be owned by the other. However, since the Acquisition of the Express shares is not being made by Alsacia, but rather by the GPS Group itself, and since the GPS Group is not an issuer or Guarantor of the Notes, this Offering Memorandum, consistent with applicable accounting literature and requirements, does not contain any pro forma financial or other information with respect to the Acquisition or any combined or consolidating financial statements of either Alsacia or Express. All references herein to us or we are to the joint operations of Alsacia and Express unless otherwise noted. The consolidated financial statements of Express and Alsacia which have been included in this Offering Memorandum are subject to potential adjustments relating to the net balance of accounts payable to Alsacia relating to items under dispute mainly arising from expenses incurred in prior years on account of Express in relation to the joint operations of Express and Alsacia performed up to August 2006. Upon completion of the Acquisition, Grupo Transportador will no longer own any equity interest in Express and Express and Alsacia will come under common control of the Principal Shareholder. At that time, we expect the Principal Shareholder will cause Alsacia and Express to settle their dispute relating to their accounts payable balances. However, the effect of any settlement on the financial statements and tax position of Express and Alsacia have not yet been determined. Any such determination could have an adverse effect on our results of operations, tax liability or financial position. See Risk FactorsRisks Relating to Our BusinessThe financial statements of Express and Alsacia may be restated in the future based on the settlement of their related party dispute. Alsacia The consolidated financial statements of Alsacia as of and of the years ended December 31, 2007 and 2008, which have been prepared in Chilean pesos in accordance with Chilean GAAP and included in this Offering Memorandum, have been audited by KPMG Auditores Consultores Limitada, Alsacias prior independent auditors, as stated in their report appearing herein. The consolidated financial statements of Alsacia as of and for the year ended December 31, 2009, which have been prepared in Chilean pesos in accordance with Chilean GAAP and included in this Offering Memorandum, have been audited by Ernst & Young Servicios Profesionales de Auditoria y Asesorias, Alsacias independent auditors, as stated in their report appearing herein. The interim consolidated financial statements of Alsacia as of and for the nine months ended September 30, 2009 and 2010 have been prepared in Chilean pesos in accordance with Chilean GAAP and included in this Offering Memorandum. vii

Express The consolidated financial statements of Express as of and for the years ended December 31, 2007, 2008 and 2009, which have been prepared in Chilean pesos in accordance with Chilean GAAP and included in this Offering Memorandum, have been audited by PricewaterhouseCoopers Consultores, Auditores y Compaa Limitada, Expresss independent accountants, as stated in their qualified report appearing herein. The interim consolidated financial statements of Express as of and for the nine months ended September 30, 2009 and 2010, which have been prepared in Chilean pesos in accordance with Chilean GAAP and included in this Offering Memorandum, have been subjected to a limited review by PricewaterhouseCoopers Consultores, Auditores y Compaa Limitada, Expresss independent accountants, as stated in their qualified report appearing herein. Eco Uno and Panamerican No financial or operating information is provided in this Offering Memorandum for either Eco Uno or Panamerican, which are additional Guarantors of the Notes. Eco Uno is a holding company with the sole purpose of holding 99.998% of the common shares of Express. Panamerican is a holding company formed for the sole purpose of acquiring and consolidating the ownership of 99.7% of the common shares of Eco Uno through the Acquisition. Both Eco Uno and Panamerican lend or borrow intercompany debt to or from affiliates from time to time, and neither will have any employees or other activities except as described herein. See Description of Notes and Finance AgreementsAdditional Covenants Related to Panamerican and Eco Uno. As a result, Alsacia does not believe any information concerning Eco Uno or Panamerican would be material to prospective investors. Initial Temporary Issuer No financial or operating information is provided in this Offering Memorandum for the Initial Temporary Issuer because it has never had, and currently does not have, any assets, liabilities or operations. It is a special purpose company established to facilitate the issuance of the Notes as described under The Escrow. Chilean GAAP vs. IFRS Under the terms of our Concession Agreements, we must prepare our financial statements in accordance with IFRS for the year beginning January 1, 2011. IFRS differs in certain significant respects from Chilean GAAP. See Appendix A for a description of the principal differences between Chilean GAAP and IFRS as they relate to us and our consolidated subsidiaries. Currency Information Our consolidated financial statements and our financial data in this Offering Memorandum have been presented in Chilean pesos and references to pesos or Ch$ are to Chilean pesos. Unidades de Fomento are inflation-indexed Chilean peso-denominated units that are linked to, and adjusted daily to reflect changes in, the previous months Chilean consumer price index (CPI). References to UF are to Unidades de Fomento. As of February 2, 2011, UF 1.00 was equivalent to Ch$21,478 and U.S.$44.69, as reported by the Chilean Central Bank. References to $, U.S.$, U.S. dollars and dollars are to United States dollars. Industry and Market Data Some statistical information in this Offering Memorandum is based on governmental publications or other independent sources, including the INE and the Chilean Central Bank. Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy or completeness. viii

Other Information Certain figures included in this Offering Memorandum and in our financial statements have been rounded for ease of presentation. Percentage figures included in this Offering Memorandum have not in all cases been calculated on the basis of the rounded figures but on the basis of the amounts prior to rounding. For this reason, percentage amounts in this Offering Memorandum may vary from those obtained by performing the same calculations using the figures in our financial statements. Certain other amounts that appear in this Offering Memorandum may not sum due to rounding.

ix

ENFORCEMENT OF CIVIL LIABILITIES Alsacia and Express are corporations (sociedades annimas) organized under the laws of Chile. Under the terms of the Concession Agreements, Alsacia and Express must comply with the rules applicable to Chilean publicly held corporations (sociedades annimas abiertas) other than the requirement to file quarterly financial information with the SVS. Eco Uno is a corporation (sociedad annima) organized under the laws of Chile and subject to the rules applicable to Chilean closed corporations (sociedades annimas cerradas). Panamerican is a corporation organized under the laws of Bermuda and through its Chilean branch is subject to the laws of Chile which are applicable to Chilean branches. BRT Escrow Corporation SpA is a corporation (sociedad por acciones) organized under the laws of Chile and subject to the rules applicable to Chilean corporations, as simplified for sociedades por acciones. In addition, all or substantially all of the officers and directors for these companies reside outside the United States, principally in Chile or Colombia. As a result, except as described below, it may not be possible for investors to effect service of process within the United States upon us, the Guarantors, or our or their respective officers or directors or to enforce against them U.S. court judgments predicated upon the civil liability provisions of the U.S. federal securities laws. We and the Guarantors have appointed Corporation Service Company, Wilmington, Delaware, as our authorized agent upon which process may be served in any action arising out of or based upon the Notes, which may be instituted in any federal or state court located in the city of New York having subject matter jurisdiction, and we and the Guarantors submit to the jurisdiction thereof. We have been advised by our Chilean counsel, Bofill Mir & Alvarez Jana, that no treaty exists between the United States and Chile for the reciprocal enforcement of foreign judgments. Chilean courts, however, have enforced final judgments rendered in the United States, without reviewing the merits of the subject matter of the case, by virtue of the legal principles of reciprocity and comity, subject to the review in Chile of the United States judgment in order to ascertain whether certain basic principles of due process and public policy have been respected. Nevertheless, we have been advised by Bofill Mir & Alvarez Jana that there is doubt as to the enforceability, in original actions in Chilean courts, of liabilities predicated solely upon the U.S. federal securities laws and as to the enforceability in Chilean courts of judgments of U.S. courts obtained in actions predicated upon the civil liability provisions of the U.S. federal securities laws. In addition, it may be necessary for investors to comply with certain procedures, including payment of stamp tax (currently assessed at a rate of up to 0.6% of the face value of a debt security), if applicable, in order to file a lawsuit with respect to the Notes in a Chilean court.

EXCHANGE RATES Chile has two currency markets, the Formal Exchange Market (Mercado Cambiario Formal) and the Informal Exchange Market (Mercado Cambiario Informal). The Formal Exchange Market is comprised of banks and other entities authorized by the Chilean Central Bank. The Informal Exchange Market is comprised of entities that are not expressly authorized to operate in the Formal Exchange Market, such as certain foreign exchange houses and travel agencies, among others. The Chilean Central Bank is empowered to determine that certain purchases and sales of foreign currencies be carried out on the Formal Exchange Market. Both the Formal and Informal Exchange Markets are driven by free market forces. Current regulations require that the Chilean Central Bank be informed of certain transactions and that they be effected through the Formal Exchange Market. The Observed Exchange Rate (dlar observado), which is reported by the Chilean Central Bank and published daily in the Official Gazette of Chile, is computed by taking the weighted average of the previous business days transactions on the Formal Exchange Market. Although the Chilean Central Bank is not required to follow any exchange rate, it generally uses spot rates for its transactions. Other banks generally carry out authorized transactions at spot rates also. The Informal Exchange Market reflects transactions carried out at an informal exchange rate. There are no limits imposed on the extent to which the exchange rate in the Informal Exchange Market can fluctuate above or below the Observed Exchange Rate. In recent years, the variation between the Observed Exchange Rate and the informal exchange rate has not been significant. The following table sets forth the annual low, high, average and period-end Observed Exchange Rate for U.S. dollars for each year starting in 2005, and for the month of February 2011 (through the date of this Offering Memorandum), as reported by the Chilean Central Bank. Observed exchange rates (Ch$ per U.S.$1.00 (1))
High (2) Low (2) Average (3) End of Period

2005 2006 2007 2008 2009 2010 2011

.................................... .................................... .................................... .................................... .................................... .................................... January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . February (through February 4, 2011) . . . . . .

592.75 549.63 548.67 676.75 643.87 549.17 499.03 484.14

509.70 511.44 493.14 431.22 491.09 468.37 466.05 480.50

559.86 530.26 522.69 521.79 559.67 510.38 489.44 481.70

514.21 534.43 495.82 629.11 506.43 468.37 483.32 481.56

(1) Nominal figures (i.e., not adjusted for inflation). (2) Exchange rates are the actual high and low, on a day-by-day basis, for each period. (3) The average rate is calculated as the average of the exchange rates reported on a day-to-day basis during each respective period. Source: Chilean Central Bank We make no representation that the Chilean peso or the U.S. dollar amounts referred to herein could have been or could be converted in U.S. dollars or Chilean pesos, as the case may be, at the rates indicated, at any particular rate or at all. The Federal Reserve Bank of New York does not report a noon buying rate for pesos. xi

EXCHANGE CONTROLS IN CHILE Pursuant to Article 39 of Law No. 18,840, the Chilean Central Bank Act, any person or entity may freely execute any foreign exchange transaction unless the Chilean Central Bank imposes a restriction or limitation to such foreign exchange transaction. Currently, there is no filing, registration or approval to be made or obtained with respect to the bonds to be issued by Alsacia or to the Guarantees to be issued by Express, Eco Uno and Panamerican. Pursuant to the current regulations contained in Chapter XIV of the Compendium of Foreign Exchange Regulations of the Chilean Central Bank (the Compendium), although no prior authorization from the Chilean Central Bank is required to effect payments in U.S. dollars abroad, such payments are required to be made through the Formal Exchange Market and disclosed to the Chilean Central Bank. The participant of the Formal Exchange Market involved in the transfer must provide certain information to the Chilean Central Bank. In the event payments are made by us using foreign currency held abroad, relevant information should be provided by us to the Chilean Central Bank directly or through an entity of the Formal Exchange Market within the first 10 days of the month following the date on which the payment was made. As of this date, under Chapter XIV of the Compendium, payments and remittances of funds from Chile are governed by the rules in effect at the time the payment or remittance is made. There can be no assurance that we, any Guarantor or any other entity will be able to purchase U.S. dollars in the Informal Exchange Market or in the Formal Exchange Market at the time or in the amounts required to effect any payment due pursuant to the Notes. Any change made to laws and regulations of the Chilean Central Bank after the date hereof may affect foreign investors who have acquired the Notes. We cannot assure you that further Chilean Central Bank regulations or legislative changes to the current foreign exchange control regime in Chile will not restrict or prevent us, any Guarantor or any other entity, from acquiring U.S. dollars or that further restrictions applicable to us, any Guarantor or any other entity will not affect our or its ability to remit U.S. dollars for payment of interest or principal on the Notes. The above is a summary of the foreign exchange regime applicable with respect to the Notes, as in force and effect as of the date of this Offering Memorandum. We cannot assure you that restrictions will not be imposed in the future, nor can there be any assessment of the duration or impact of such restrictions if imposed. This summary does not purport to be complete and is qualified in its entirety by reference to the provisions of the Compendium, a copy of which is available from us upon request.

xii

SUMMARY The Notes offered in this Offering Memorandum are part of a plan undertaken by GPS Group, Alsacia and Express to reorganize the holding of interests in Alsacia and Express, refinance their current debt obligations, fund various capital expenditures and expand the role of Alsacia and Express as principal providers of passenger bus services in the Santiago, Chile metropolitan area. See Introductory Note. References in this Offering Memorandum to we or our or similar words refer to the combined operations of both Alsacia and Express, except as discussed in Managements Discussion and Analysis of Financial Condition and Results of Operations for Alsacia and Express and elsewhere as indicated herein. Investors should read the following summary together with the information set forth under the heading Risk Factors and in the financial statements and accompanying notes appearing elsewhere in this Offering Memorandum. Financial information for each of the three years ended December 31, 2009 has been restated in constant Chilean pesos as of December 31, 2009 in accordance with Chilean GAAP. Financial information for each of the nine months ended September 30, 2009 and 2010 has been restated in constant Chilean pesos as of September 30, 2010 in accordance with Chilean GAAP. Under the terms of our Concession Agreements, we must prepare our financial statements in accordance with IFRS for the year beginning January 1, 2011. IFRS differs in certain significant respects from Chilean GAAP. See Appendix A for a description of the principal differences between Chilean GAAP and IFRS as they relate to us and our consolidated subsidiaries. Our Business General Alsacia and Express together are the largest operator of bus transportation services in the Santiago, Chile metropolitan area, as measured by the available bus capacity and scheduled route length of Alsacia and Express combined. We jointly operate under the Alsacia and Express brands and Concessions to provide passenger bus service within Transantiago, the rapid transit system of Santiago managed by the Chilean Government. As of September 30, 2010, we collectively owned or operated 72 bus routes, 1,861 buses and 9 bus terminals and we had 6,038 employees. In the first nine months of 2010, we received an average of 27 million Passenger Validations per month, which was approximately 28% of the total bus Passenger Validations in Transantiago. Our fleet passenger capacity accounted for 31% and 34% of the total passenger capacity and 21% and 23% of the scheduled route length in Transantiago in 2009 and the first nine months of 2010, respectively. Alsacia and Express had revenue of Ch$66,658 million and Ch$86,065 million and operating (loss) income of Ch$(184) million and Ch$4,429 million for the year ended December 31, 2009, respectively, and revenue of Ch$54,732 million and Ch$70,844 million and operating income (loss) of Ch$3,441 million and Ch$(450) million, respectively, for the nine months ended September 30, 2010. The Transantiago Concessions Transantiago is the public transportation system of the Santiago metropolitan area, consisting of the citys buses, the Metro subway, an integrated electronic payment system designed to allow passengers to pay bus and subway fares with electronic stored value cards, as well as planning and construction functions for transportation infrastructure. Transantiago was designed and implemented by the Chilean Government in 2003 in a complete overhaul of the then-existing public transportation system in Santiago, which was largely unregulated and prone to accidents, inefficiency and excessive pollution. Transantiago was implemented in three phases between October 2005 and February 2007 and rerouted the bus lines for more efficient service, consolidated

approximately 3,500 independent bus operators into 14 concession holders, introduced an integrated electronic payment system and replaced the majority of buses then in use with a modern standardized fleet. See Transantiago. We hold concessions to operate two of the five trunk bus lines that, together with the Metro subway and the feeder bus lines, make up Transantiago and provide transit service across Santiagos 10 metropolitan zones. Under the Concession Agreements, the Ministry grants Alsacia and Express the right to use the roads of Santiago for the provision of urban passenger transportation services along their assigned routes. Our Concessions were initially awarded in 2005 and will expire in October 2018 unless previously terminated. Each respective Concession Agreement can be renewed for 18 months if Alsacia or Express does not reach minimum revenue thresholds set forth in its respective Concession Agreement. See The Concessions. In exchange for the provision of our services, Alsacia and Express receive payment from the AFT under the terms of their Concessions. Substantially all of our revenue is derived from payments under the Concessions, which are based on the aggregate Passenger Validations recorded on our buses as adjusted by formulas set forth in the Concession Agreements. These formulas are driven by the following four main factors: Base Revenue: Base Revenue is a predetermined monthly amount that is adjusted for a seasonality curve, which is predetermined in the Concession Agreements. Base Revenue is also adjusted each month for changes in the Cost Index described below. Base Revenue comprised 43% and 36% of Alsacias and Expresss respective revenue in 2009. Variable Revenue: Variable Revenue is based on a number of factors, including our Operating Plans, Passenger Validations and the Cost Index. Variable Revenue comprised 57% and 64% of Alsacias and Expresss respective revenue in 2009. Service Fulfillment Ratio: Every two weeks, the Ministry determines our Service Fulfillment Ratio, which measures our actual operating performance relative to our Operating Plans. The Service Fulfillment Ratio acts as a discount to Base Revenue and Variable Revenue because the Service Fulfillment Ratio is multiplied by our Base Revenue and Variable Revenue for each month to determine our actual revenue earned. By improving the timely and accurate delivery of our bus services, we can maximize our Service Fulfillment Ratio and increase our earned revenue. Since 2008, Alsacia has consistently achieved high Service Fulfillment Ratios relative to the other operators in Transantiago while Express achieved Service Fullfillment Ratios that were near the average of other operators. Cost Index: Substantially all of our revenue is adjusted monthly based on a weighted average specified in the Concession Agreements of certain macroeconomic and cost factors. Because most of our operating expenses are also correlated or directly tied to these factors, the Cost Index significantly mitigates the effect of changes in these factors on our operating income or loss.

See The ConcessionsConcession Revenue for a more complete description of our Concession revenue. Transantiago Payment Sources Through the revenue and payment formulas set forth in our Concession Agreements, the Ministry regulates the supply and quality of our bus services in coordination with the services provided by other bus concession holders and the Metro. Passengers currently pay a Ch$520 bus fare throughout Transantiago, which includes up to two free bus transfers, plus an additional fee of either Ch$20 or Ch$80 to transfer to the Metro

subway, depending on the time of the day. Payment methods and fares are standardized across the system with an electronic fare system. The electronic system consists of a prepaid smart card, called the Bip! card (a brand name derived from the sound made when a stored value card is passed through an electronic card reader installed at entry points on our buses and at bus stops), with an embedded microchip, which can be purchased from vending machines, vendors and kiosks throughout Santiago. Transantiago passenger fares are regulated and periodically set by a panel of experts (Panel de Expertos) appointed by the Ministry. Although the Ministry is our counterparty under the Concession Agreements, the Ministry itself does not pay or guarantee our Concession revenue. Instead, all revenue generated in Transantiago from passenger fares payments is deposited into accounts managed by the AFT, which is responsible for the Bip! card system and the management of all associated funds on behalf of all Transantiago service providers. The AFT is separate from the Ministry and is a private corporation, owned by various Chilean domestic banks and other corporate entities, including Banco del Estado de Chile (the state bank of Chile), Banco de Chile, Banco de Crdito e Inversiones, Banco Santander Chile, Promotora CMR Falabella S.A. and Sonda S.A. The AFT was established to collect and hold all revenue generated by Transantiago in trust for the benefit of the various Transantiago service providers and concessionaires, including Alsacia and Express. This revenue is then distributed, in order of contractual priority, first to the Metro, then to the bus concession holders and then to Transantiagos ancillary service providers, including the AFT, in accordance with the terms of their respective concession agreements. Since 2007, a significant portion of Transantiagos revenue, and consequently our revenue, has been subsidized by the Chilean Government through supplemental payments to the AFT, which, in turn, are paid to us and the other bus concessionaires. These supplemental payments are made twice per month, on the same schedule as our 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 Alsacia and Express. 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 Ch$151,960 million from June through December of 2007, Ch$361,092 million in 2008, Ch$359,172 million in 2009 and Ch$255,339 million for the nine months ended September 30, 2010, which comprised 42%, 50%, 49% and 45% of the total costs to support Transantiago during those respective periods. Routes and Operations We operate 72 bus routes under our Concessions that are defined in our Operating Plans. Routes are created and designed according to expected demand for our services in the different areas of Santiago. Each route schedule specifies the bus type and frequency at specified intervals each day. The average route length (one way) is 20 kilometers for Alsacia and 23 kilometers for Express. For Alsacia, we estimate the financial profitability of each route by measuring key operating statistics for each route such as route length, the ratio of in-service to out-of-service kilometers traveled, passenger fare evasion, average speed, fuel consumption, driver time requirements, and route specific costs. We routinely monitor these operating metrics and adjust our scheduling and other operations to improve them. Our planning and scheduling systems utilize global positioning systems and scheduling software to maximize the performance of our buses and drivers. We also regularly consult with the Ministry in order to make changes to our Operating Plans that may benefit our performance as well as service to our passengers. Our operational performance is measured every two weeks by the Ministry through the Service Fulfillment Ratio. We collectively had 1,861 buses as of September 30, 2010, most of which were based on two standard configurations incorporating an 18 meter articulated design and a 12 meter low-floor design. We maintain our buses regularly to increase their efficiency, safety and life span. See BusinessProperty and Equipment.

Our drivers receive training that averaged 46 hours for Alsacia drivers and 7.5 hours for Express drivers in the first nine months of 2010. The drivers have an average tenure of approximately 3 years with us. Alsacias driver training programs cover topics such as driver skills improvement and job stress management. In addition to providing skills training, Alsacia has developed a career development and coaching plan to support our drivers long-term advancement and professional development. Our Business Strategy Our goal is to be the best operator in Transantiago while operating under the most efficient cost structure, which we believe will allow us to generate the most income under our Concession Agreements and in future concessions for bus and other services in Chile. We believe that each of the strategies described below can help us to achieve our goal. Improve Timeliness, Frequency and Quality of Our Bus Services We seek to increase the timeliness, frequency and quality of our bus services which we believe will increase our overall revenue in three ways. First, if we improve our bus operations relative to our Operating Plans, then our Service Fulfillment Ratio will increase. Because substantially all of our revenue is affected by our Service Fulfillment Ratio, each percentage point increase in our Service Fulfillment Ratio will result in an approximate 1% increase in our revenue. Second, improved service frequency and timeliness also increases our ICF and ICR, which minimizes various discounts applied to our revenue under the Concession Agreements. Third, we believe that by maintaining high Service Fulfillment Ratios, ICF and ICR, we can increase the level of goodwill we hold with the Ministry and the Chilean Government. We believe that increased goodwill will increase our ability to obtain new routes, route extensions and modifications that may increase our revenue. Among the ways that we believe we can improve our operational efficiency is by (i) applying Alsacias operating procedures to Express to try to improve Expresss Service Fulfillment Ratio, which we believe has been declining in recent months due to turnover in certain employees and the recent addition of portions of trunk line 3 to Expresss prior routes, and (ii) leveraging key strategic relationships with our outsource partners, Citymovil and BIG Services SpA, whom we believe will provide us with superior service in the areas of planning, service fulfillment, quality control and operational information management outsourcing. We also believe our existing strategic relationships with key transportation service and product suppliers such as Brazils Petrobras for fuel supply; Instituto de Gestin del Transporte (IGT) for driver training outsourcing; Swedens Volvo for buses and spare parts; and Germanys ZF Friedrichshafen AG for bus transmission systems will help us to lower our future costs. These outsourced relationships and vendors allow us to focus on our core operations to improve our performance. Maximize Synergies from Joint Operating Arrangements with Express We expect in the near term to achieve a number of cost synergies by jointly coordinating the operations of Alsacia and Express, including the following: Increasing route and terminal densities will allow us to minimize the number of unpaid kilometers driven by our buses and drivers. These unpaid kilometers primarily include distances driven between the bus terminal and the start of a bus route, along with distances driven to switch bus routes in the middle of a work shift. Reduction of unpaid kilometers will reduce our fuel, labor and bus depreciation and maintenance costs without a corresponding decrease in revenue. We believe that Express in particular will benefit from the use of Alsacias Huechuraba and Pealolen terminals, which are located in the northern and eastern portion of Santiago, respectively, where many of Expresss routes are located. See BusinessProperty and EquipmentBus Terminals for an illustration of our current terminal locations in relation to our bus routes.

Increasing the number of drivers and bus terminals will allow us to minimize the distance we travel to shuttle drivers to and from work, resulting in cost savings. We also expect to be able to schedule more efficient breaks for our drivers by combining the our existing rest stops and eliminating redundant rest stops. Because some of the rest stops of Alsacia are the closest rest stops to certain routes of Express, and vice versa, we believe we can achieve improvements in productivity by minimizing the time to travel from a bus route to the nearest rest stop. Eliminating redundant general and administrative labor costs between Alsacia and Express, including duplicative finance, accounting, legal, executive management and board functions, resulting in significant cost savings. Along with the reduction in headcount, there will be a reduction of the overhead costs for associated office space, computer equipment and other non-compensatory costs relating to any reduced headcount, allowing us to realize significant savings from elimination of redundant labor functions. Leveraging the size of our combined fleet to increase our purchasing power for buses, tires, spare parts and maintenance supplies and services.

Seek Approval of the Ministry To Allow Joint Management of the Operations of Alsacia and Express, Maximize Revenue and Identify Service Improvements The current Concession Agreements contain certain restrictions on our ability to share bus routes, bus drivers, or buses between Alsacia and Express. If we are able to remove these contractual restraints, we believe we will be able to realize significant synergies in addition to those described above by cross operating the routes of Alsacia and Express. The Chilean Government has also announced a number of initiatives that we believe will increase demand for Transantiago bus services. For example, the Chilean Government plans to implement an urban toll system to tax private use of city roads and more stringent regulation of automobile and traffic regulations, which we believe will increase the cost of private automobile transport and, as a result, increase bus ridership. In addition, the Chilean Government began a campaign to reduce fare evasion, which is currently estimated by the Ministry to occur on approximately 18% of passenger trips, by placing more fare inspectors on buses, implementing new payment zones where passengers pay fares before boarding buses, increasing fines and creating a master list of people who fraudulently use subsidized fare cards. We also believe that the Chilean Government will implement further fare increases. Build on Our Experience as an Operator To Obtain New Concessions We intend to leverage our experience in bus operations and concessions to obtain new concessions within Transantiago. We believe that there will be significant opportunities to expand our role within Transantiago in the near term because the feeder line bus concessions are scheduled to end in October 2011. We expect the Ministry will solicit new bids to operate the feeder concessions when they expire. Although the solicitation process has not been established yet, there is no requirement for the Ministry to maintain an open bidding process available to all interested parties. Instead, the Ministry can enter into private negotiations with a single potential service provider. In the past, the Ministry has reassigned certain bus routes and concessions to other existing concession holders in Transantiago without conducting an open bidding process. We believe our operating history in Transantiago will give us an advantage in winning a feeder line concession when and if they are renewed. Our experience in Transantiago also gives us valuable expertise in operating and managing public transportation concessions. We plan to apply this expertise to help us win transportation concessions in other

major metropolitan areas in the world. We also believe that other concession bidders throughout the world will seek our expertise and prior concession credentials by partnering with us and giving us minority interests in the concessions with minimal equity investments by us. Increase Overall Operating Efficiencies and Cost Reductions We intend to continue initiatives designed to decrease our operating and overhead costs in addition to any synergies we may realize from the joint management of the operations of Alsacia and Express. Our costcutting initiatives include improving route designs for added efficiency, investing in better scheduling software and equipment, enhancing our information and GPS systems to improve operations, improving bus reliability and availability, and improving our driver hiring and training programs and other safety initiatives across our operations. In addition, we believe the Acquisition will allow us to take advantage of a unified management structure to apply operational and managerial best practices across Alsacia and Express. We believe that knowledge sharing and cross training on best practices will help reduce the operational costs of Alsacia and Express in addition to the synergies described above.

THE OFFERING For a more complete description of the terms of the Notes, see Description of Notes and Finance Agreements. Initial Temporary Issuer . . . . . . . . . . . . . BRT Escrow Corporation SpA (the Initial Temporary Issuer), a special purpose company formed in 2011 under the laws of the Republic of Chile. The Initial Temporary Issuer is owned by two special purpose companies formed in 2011 under the laws of the British Virgin Islands, which special purpose companies are in turn owned by a trust formed in 2011 under the laws of the British Virgin Islands, independent of Alsacia, the Guarantors, the Principal Shareholders and their affiliates. Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inversiones Alsacia S.A. (Alsacia or the Issuer) Guarantors . . . . . . . . . . . . . . . . . . . . . . . . Various affiliates of the Issuer, consisting of (i) Express de Santiago Uno S.A. (Express and together with Alsacia, the Concessionaires), (ii) Eco Uno S.A. (Eco Uno) and (iii) Panamerican Investments Ltd. (Panamerican and together with Express and Eco Uno, the Guarantors). For a description of the relationship of the Guarantors to the Issuer, see BusinessOur History and Use of ProceedsThe Acquisition. Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S.$464,000,000 aggregate principal amount of 8.00% Senior Secured Notes due 2018 (the Notes). Escrow . . . . . . . . . . . . . . . . . . . . . . . . . . . The Initial Temporary Issuer has been established to facilitate the issuance of the Notes by Alsacia. The Notes will be initially issued by the Initial Temporary Issuer due to restrictions on the part of Alsacia and Express to incur indebtedness pending the repayment of the indebtedness described in Appendix B and Appendix C of this Offering Memorandum (the Existing Indebtedness) and the release of the liens securing the Existing Indebtedness. In order to address these restrictions, The Bank of New York Mellon, not in its individual capacity, but as escrow agent (the Escrow Agent), will hold the proceeds of the issuance of the Notes (the Note Proceeds), in escrow in New York (the Escrow) pursuant to an escrow agreement or agreements, dated as of the date of this Offering Memorandum (the Escrow Agreement), among the Initial Temporary Issuer, Alsacia, Banco Internacional (BI) and the Escrow Agent. The Initial Temporary Issuer will issue the Notes (the date of such issuance, the Note Closing Date) pursuant to an indenture (as supplemented from time to time, the Indenture) by and between the Initial Temporary Issuer and The Bank of New York Mellon, not in its individual capacity, but solely as trustee (the Trustee), principal paying agent, transfer agent and registrar.

In addition, and as a condition to the closing of the Notes on the Note Closing Date, the Escrow Agent will receive and hold in Escrow U.S.$12.0 million of net proceeds (the Loan Proceeds) from the Bus Terminal Loan to the Initial Temporary Issuer from BI and an additional amount payable by Alsacia in cash of approximately U.S.$2.0 million such that the funds in Escrow are in an amount sufficient to (i) redeem in cash the Notes at a redemption price equal to 100.00% of the aggregate issuance price of the Notes, (ii) pay interest on the Notes at the stated rate from and including the Note Closing Date and to and excluding March 3, 2011 and the related Additional Amounts, (iii) repay the Bus Terminal Loan in full, and (iv) pay interest on the Bus Terminal Loan at the stated rate from and including the date it is disbursed into the Escrow and to and excluding March 3, 2011 (collectively with the Note Proceeds and the Loan Proceeds, the Escrowed Amounts). Upon receipt by the Escrow Agent of the Escrowed Amounts and approval of the form of all closing documents, irrevocable notices will be delivered to the lenders of the Existing Indebtedness indicating the Concessionaires intention to repay all of the Existing Indebtedness owed to such lenders, and related hedging termination payments on or before February 28, 2011. On the date scheduled for such repayment (the Escrow Closing Date), the following will be deemed to occur simultaneously, as certified by Alsacia and the Guarantors pursuant to an Officers Certificate delivered to the Escrow Agent and the Trustee: (a) Alsacia will acquire 100% of the common stock of the Initial Temporary Issuer, which will result in the automatic dissolution of the Initial Temporary Issuer and the assumption by Alsacia of the Initial Temporary Issuers obligations under the Notes, the Indenture, the Bus Terminal Loan and the Escrow by operation of Chilean law; (b) affiliates of Alsacia will consummate the pending acquisition of Express and Eco Uno as described under Use of ProceedsThe Acquisition without any provision of the related Acquisition Agreement having been amended or waived in any manner that would be material and adverse to the Noteholders; (c) Alsacia and Express will repay the Existing Indebtedness in full; (d) all liens securing the Existing Indebtedness will be released and terminated and the liens securing the Notes and the Notes Hedge Agreement as part of the Collateral will become effective, subject to perfection as contemplated by Description of Notes and Finance AgreementsAffirmative Covenants of the Issuer and the GuarantorsPerfection of Security Interests under Chilean Security Documents; (e) Alsacia will expressly assume the Initial Temporary Issuers obligations and position under the Notes and the Indenture, and

Express, Eco Uno and Panamerican will become guarantors thereunder pursuant to a supplemental indenture (the Supplemental Indenture); (f) Alsacia and the Guarantors will enter into a collateral trust agreement in connection with the Collateral (the Collateral Trust Agreement) by and among themselves, Banco Santander Chile, as collateral trustee with respect to collateral located in or governed by the laws of Chile (the Chilean Collateral Agent) and The Bank of New York Mellon, not in its individual capacity, but solely as collateral trustee for all other collateral (the U.S. Collateral Agent and, together with the Chilean Collateral Agent and the Trustee, the Secured Party Agents); (g) Express and Eco Uno will accede to the purchase agreement relating to the Notes; (h) Express and Eco Uno will certify to the Escrow Agent that each of them has not, between the Note Closing Date and the Escrow Closing Date, except in connection with the consummation of the Transactions and the Acquisition as described in the Offering Memorandum: (i) incurred any Debt, (ii) created or, to the best of their knowledge, suffered to exist any Liens (except Permitted Liens) on any of its assets or property, (iii) sold, assigned, leased, transferred or otherwise disposed of any interest in its assets or property, (iv) created or acquired any Subsidiaries or made any Investment, (v) consolidated or merged with or into any other Person or sold, leased or otherwise transferred, directly or indirectly, all or any part of its assets or property to any other Person, (vi) made any Restricted Payments, (vii) entered into any Sale and Lease-Back Transaction, (viii) entered into an Affiliate Transaction, (ix) granted any powers of attorney in connection with its assets or property, (x) incurred or committed any CAPEX, except in each case in the ordinary course of business, on an arms-length basis (except Affiliate Transactions that would otherwise be permitted by the Indenture), and that could not be reasonably expected to result in a material adverse change in, or a material adverse effect on, the financial position, results of operations or business of Express and Eco Uno, considered as a whole; (i) Alsacia and Panamerican will certify to the Escrow Agent that each of them has not, between the Note Closing Date and the Escrow Closing Date, except in connection with the consummation of the Transactions and the Acquisition as described in the Offering Memorandum: (i) incurred any Debt, (ii) created or, to the best of their knowledge, suffered to exist any Liens (except Permitted Liens) on any of its assets or property, (iii) sold, assigned, leased, transferred or otherwise disposed of any interest in its assets or property (except the contribution of the Excluded Depot to Lorena SpA), (iv) created or acquired any Subsidiaries or made any Investment (except the contribution of the Excluded Depot to Lorena SpA), (v) consolidated or merged with or into any other Person or sold, leased or otherwise

transferred, directly or indirectly, all or any part of its assets or property to any other Person, (vi) made any Restricted Payments, (vii) entered into any Sale and Lease-Back Transaction (except the contribution to Lorena SpA of the Excluded Depot and lease thereof to Alsacia), (viii) entered into an Affiliate Transaction, (ix) granted any powers of attorney in connection with its assets or property, (x) incurred or committed any CAPEX, except in each case in the ordinary course of business, on an arms-length basis (except Affiliate Transactions that would otherwise be permitted by the Indenture), and that could not be reasonably expected to result in a material adverse change in, or a material adverse effect on, the financial position, results of operations or business of Alsacia and Panamerican, considered as a whole; in addition, Alsacia and Panamerican will certify that (i) they have been in compliance in all material respects during the period from the Note Closing Date to the Escrow Closing Date with all of the provisions of the Indenture, and (ii) that there has been no event or occurrence that as of such date would constitute an Event of Default or would, with the passage of time or otherwise, constitute an Event of Default had the Indenture been in effect and applicable to them from and after the Note Closing Date, but subject to all cure periods provided for in the Indenture, except in each case for (A) any noncompliance resulting from implementation of any of the transactions contemplated in Use of Proceeds in the Offering Memorandum relating to the Acquisition or other matters described therein and (B) those reasonably relating to establishment of accounts and related payment priorities, payment provisions and pledges of collateral and similar provisions contemplated by the Indenture which by necessity are to become operative only from and after the Escrow Closing Date; (j) the Escrow Agent will receive customary opinions from counsels and certificates from officers of Alsacia and the Guarantors; (k) Alsacia will enter into the Notes Hedge Agreement with the Notes Hedge Counterparty; (l) Lorena SpA will grant a first priority security interest (or the closest equivalent thereof under applicable Chilean law) on the Huechuraba terminal (the Excluded Depot) and Alsacia will grant a first priority security interest (or the closest equivalent thereof under applicable Chilean law) on Lorena SpAs capital stock to secure Alsacias obligations under the Bus Terminal Loan (see Use of ProceedsSecured Subordinated Bus Terminal Loan), subject to perfection thereof; and (m) the Escrow Agent, will distribute the Escrowed Amounts as set forth in Use of Proceeds (the foregoing clauses (a) through (m) being referred to as the Closing Conditions). In the event the Closing Conditions cannot be met, the Escrow may be terminated prior to February 28, 2011 by giving notice to the

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Noteholders, at which time the Escrowed Amounts shall be paid to the Noteholders three business days thereafter (the Escrow Redemption Date). If no notice is given and the Closing Conditions shall have not been satisfied on or prior to February 28, 2011, the Escrow Redemption Date shall be March 3, 2011. If the Escrow Redemption Date occurs, then the Escrowed Amounts shall be paid to the Noteholders on a pro rata basis based on the principal amount of Notes held by such Noteholders (the Escrow Redemption) in an amount equal to the initial purchase price therefor together with interest at the stated rate therefore from and including the date of initial issuance and through and excluding the date of any such redemption, and the Notes shall be deemed to have been repaid in full and no longer be outstanding or having any effect or liability attached thereto. In addition, the Bus Terminal Loan will become due and payable immediately and will be repaid with funds in the Escrow. In the event that the other Closing Conditions shall not have been satisfied on or prior to February 28, 2011, Alsacia and an affiliate of Alsacia will acquire 100% of the common stock of the Initial Temporary Issuer no later than March 3, 2011. Guarantees . . . . . . . . . . . . . . . . . . . . . . . . All payments and obligations under the 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), as described in Description of Notes and Finance AgreementsNote Guarantees. Under each Guarantee, each Guarantor, jointly and severally, will pay directly and unconditionally all amounts due under the Notes, without the need of any presentment, demand of payment, protest or notice to the Issuer. Each Guarantor will agree to subordinate any right of subrogation or similar right under Chilean law arising from any payments made by such Guarantor to the Trustee under the Guarantee. Notes Hedge Agreement . . . . . . . . . . . . . The Issuer will enter into the Notes Hedge Agreement with the Notes Hedge Counterparty (as defined below) to hedge against changes in the value of the Chilean peso against the U.S. dollar, as described under Exchange Rate Hedge. Expected Final Maturity Date . . . . . . . . . Unless redeemed or amortized prior thereto, the final payment on the Notes is expected to be made on August 18, 2018.

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Principal Amortization . . . . . . . . . . . . . . Principal payments under the Notes (the Scheduled Principal Amounts) will be made semi-annually on February 18 and August 18 of each year (each such date, a Payment Date), beginning February 18, 2012, in accordance with the following schedule (except as provided for under Early Amortization Period below):
Payment Date Scheduled Principal Amount (U.S.$)

August 18, 2011 . . . . . . . . . . . . . . . . . . . . . . February 18, 2012 . . . . . . . . . . . . . . . . . . . . . August 18, 2012 . . . . . . . . . . . . . . . . . . . . . . February 18, 2013 . . . . . . . . . . . . . . . . . . . . . August 18, 2013 . . . . . . . . . . . . . . . . . . . . . . February 18, 2014 . . . . . . . . . . . . . . . . . . . . . August 18, 2014 . . . . . . . . . . . . . . . . . . . . . . February 18, 2015 . . . . . . . . . . . . . . . . . . . . . August 18, 2015 . . . . . . . . . . . . . . . . . . . . . . February 18, 2016 . . . . . . . . . . . . . . . . . . . . . August 18, 2016 . . . . . . . . . . . . . . . . . . . . . . February 18, 2017 . . . . . . . . . . . . . . . . . . . . . August 18, 2017 . . . . . . . . . . . . . . . . . . . . . . February 18, 2018 . . . . . . . . . . . . . . . . . . . . . August 18, 2018 . . . . . . . . . . . . . . . . . . . . . .

16,000,000 13,900,000 29,300,000 21,900,000 35,600,000 25,700,000 36,100,000 28,000,000 39,500,000 29,600,000 47,300,000 38,800,000 55,400,000 46,900,000

Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest on the Notes will accrue from the date of issuance at the rate of 8.00% per annum. Interest will be payable in U.S. dollars semiannually in arrears in cash on each Payment Date beginning August 18, 2011. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Use of Proceeds . . . . . . . . . . . . . . . . . . . . On the Escrow Closing Date, the Issuer will apply the proceeds as set forth under Use of Proceeds. Ranking . . . . . . . . . . . . . . . . . . . . . . . . . . The Notes will be senior obligations of the Issuer, secured by the Collateral. Each Guarantee will be the senior obligations of each Guarantor, secured by the Collateral. Collateral . . . . . . . . . . . . . . . . . . . . . . . . . The Notes, the Guarantees and the Notes Hedge Agreement will be secured, equally and ratably, by a first priority perfected security interest (or the closest equivalent thereof under applicable Chilean law) held by the Chilean Collateral Agent (with respect to collateral located in or governed by the laws of Chile) and the U.S. Collateral Agent (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: (a) all the outstanding shares of Express pursuant to one or more share pledge agreements (the Express Share Pledge Agreements);

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(b) the Concessions and all the Concessionaires rights under the Concession Agreements (as defined below) pursuant to one or more concession pledge agreements (the Concession Pledge Agreements) and under the other Operating Agreements pursuant to one or more additional pledge agreements (the Other Pledge Agreements); (c) all buses owned by the Concessionaires (excluding any buses acquired out of the proceeds of any Subordinated Indebtedness (as defined below) and, if so elected by the Issuer and the Guarantors, any buses acquired out of the proceeds of a Vendor Financing (as defined below), in each case incurred after the date hereof in accordance with the Indenture), pursuant to one or more asset pledge agreements (the Asset Pledge Agreements); (d) the intercompany notes payable to Alsacia from Panamerican and Express entered into on the Escrow Closing Date pursuant to one or more pledge agreements (the Intercompany Debt Pledge Agreements); (e) all owned bus terminals, owned depot stations (except the Excluded Depot) 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); (f) the NY Accounts (as defined below) and the money deposited therein (and investments thereof) from time to time pursuant to one or more account pledge agreements or as set forth in the Indenture (the NY Account Pledge Agreements);

(g) 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 Agent; the Transaction Checking Accounts will be in the name of each Concessionaire; (h) one or more irrevocable powers of attorney granted by the Concessionaires to the Chilean Collateral Agent, exercisable only by the Chilean Collateral Agent as instructed by the Controlling Party if an Event of Default shall have occurred and is continuing beyond applicable grace periods, for the purpose of enforcing the Concessionaires rights under the Operating Agreements (as defined below) (the Powers of Attorney); (i) 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

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and Chilean Money Pledges) pursuant to one or more appointments of the U.S. Collateral Agent or the Chilean Collateral Agent, as applicable, as additional insured and beneficiary (beneficiario) under the insurance policies of (and for the benefit of) the Concessionaires (and by Panamerican and Eco Uno in the event that either 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 Intercompany Debt Pledge Agreements, the Other Pledge Agreements and the Asset 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); and (j) 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 (i) 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 Notes and the Notes Hedge Agreement will not be guaranteed by the Issuers shareholders, the Notes and the Notes Hedge Agreement 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 (together with the Express Share Pledge Agreements, the Share Pledge Agreements). The Collateral will secure the Noteholders and the Notes Hedge Counterparty equally and ratably on a pari passu basis. The Issuer and the Guarantors may incur either secured or unsecured Senior Indebtedness in compliance with the Indenture. If such Senior Indebtedness is secured, the collateral thereof will secure the Notes and the Notes Hedge Agreement, and such Senior Indebtedness will be secured by the Collateral, equally and ratably on a pari passu basis in accordance with the Collateral Trust Agreement; provided that if such Senior Indebtedness is a Vendor Financing, the collateral securing such Vendor Financing may not secure the Notes and the Notes Hedge Agreement at the election of the Issuer and the Guarantors, in which case the Collateral will not secure such Vendor Financing. All Liens securing the Notes, the Notes Hedge Agreement and all future secured Senior Indebtedness permitted under the Indenture will be held by the Secured Party Agents and administered pursuant to the Collateral Trust Agreement. See Collateral Trust Agreement.

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For purposes of the foregoing: 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. AFT Agreement means the Financial Administration Complementary Services Agreement, dated July 28, 2005, between the Administrador Financiero Transantiago S.A. (including any successor entity, the AFT) and the Ministerio de Transporte y Telecomunicaciones (the Ministry of Transportation), as amended from time to time. 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. Concession Agreements means, collectively, the Concession Agreement, dated January 28, 2005, between Alsacia and the Ministry of Transportation, as amended from time to time, and the Concession Agreement, dated January 28, 2005, between Express and the Ministry of Transportation, as amended from time to time, and any other similar concession agreements between the Ministry of Transportation or any other Governmental Authority (as defined below) 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. Finance Agreements means, collectively, the Notes, the Indenture, the Supplemental Indenture, the Escrow Agreement, the Notes Hedge Agreement, the Guarantees and the Security Documents. 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

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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. Operating Agreements means, collectively, the Concession Agreements, the AFT Agreement, the Collection Mandate Agreements, the Technology Services Agreements and all the Additional Agreements. Security Documents means, collectively, the Pledge Agreements, the Powers of Attorney, the Share Pledge Agreements, the Collateral Trust Agreement and the Mortgages. Senior Indebtedness means all unsubordinated Debt of the Issuer or any Guarantor, including among others, any Vendor Financing. Subordinated Indebtedness means all Debt of the Issuer or any Guarantor that is subordinate or junior in right of payment to the 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. 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. Transaction Documents means, collectively, the Finance Agreements, the Operating Agreements, any termination and release agreements relating to the repayment of the Existing Indebtedness and the agreement relating to the indirect acquisition of the 55% of the common shares of Express.

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Vendor Financing means, collectively, any direct or indirect advance, loan or other extension of credit from a company to either Concessionaire which 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) from such company or an affiliate or related party thereof. Collateral Trust Agreement . . . . . . . . . . . On the Escrow Closing Date, the Issuer and the Guarantors will enter into the Collateral Trust Agreement with the Secured Party Agents. The Collateral Trust Agreement will set forth the terms on which the Secured Party Agents 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, the Notes Hedge Counterparty and, if applicable, the present and future holders of any other secured Senior Indebtedness. See Collateral Trust Agreement. Accounts . . . . . . . . . . . . . . . . . . . . . . . . . The Concessionaires will establish and maintain the following accounts in the name of the U.S. Collateral Agent and, in the case of the Chilean Accounts, in the name of the Chilean Collateral Agent, for the benefit of the Noteholders and the Notes Hedge Counterparty, and, if applicable, the holders of any other secured Senior Indebtedness: a revenue account (the Revenue Account) for both Concessionaires; an operations and maintenance account for each Concessionaire (the O&M Accounts); and an overhaul account for each Concessionaire (the Overhaul Accounts). In addition, the Concessionaires will establish and maintain the following accounts in the name of the U.S. Collateral Agent and, in the case of the Chilean Accounts, in the name of the Chilean Collateral Agent, for the exclusive benefit of the Noteholders and the Notes Hedge Counterparty but not any holder of any other Senior Indebtedness: a payment account (the Payment Account); a reserve account (the Reserve Account); an open market purchases account (the Open Market Purchases Account); and; the Coverage Reserve Account (as defined below). For purposes of the foregoing: Accounts means collectively the Chilean Accounts, the NY Accounts, the Additional Payment Accounts, the Open Market Purchases Account and the Additional Reserve Accounts (each as defined below).

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Chilean Accounts means collectively the Revenue Account, the O&M Accounts, the Overhaul Accounts, the Transfer Accounts and the Transaction Checking Accounts. NY Accounts means collectively the Payment Account, the Reserve Account, the Open Market Purchases Account and the Coverage Reserve Account. Panamerican and Eco Uno will establish and maintain an operations and transfer account for each of themselves (the Transfer Accounts) in the name of the Chilean Collateral Agent for the benefit of the Noteholders and the Notes Hedge Counterparty, and, if applicable, the holders of any other secured Senior Indebtedness permitted pursuant to the Indenture. Transfers of funds from the Transfer Accounts will be limited to transfers to the Revenue Account but no other Person shall be permitted to have any interest therein. Each Concessionaire will establish and maintain two transaction checking accounts in its name in respect of its O&M Account (the O&M Transaction Checking Accounts) and its Overhaul Account (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. The balance of the Accounts remaining after the Notes and all other amounts owing in respect of the Indenture, the other Transaction Documents and, if applicable, any other Senior Indebtedness have been paid in full will be released to the Concessionaires. Distribution of Funds to and from the Accounts: Revenue Account . . . . . . . . . . . . . . . . . . By irrevocable instructions to the AFT on or before the Escrow Closing Date, 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 the funds described in Description of Notes and Finance AgreementsTreatment of FundsDeposits of Funds to and Distribution of Funds from the Revenue Account subject to the exceptions set forth therein. The Revenue Account will be maintained in Chile by the Concessionaires with the Chilean Collateral Agent.

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Bi-monthly Distributions . . . . . . . . . . . . On the day immediately following the Escrow Closing Date and, thereafter, on the 15th and last day of each month during any period that the 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 Agents 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 two Transfer Periods, plus (iii) Repair Payments then due and payable or reasonably expected to be due and payable during the following two Transfer Periods in an aggregate amount not to exceed U.S.$3.0 million of Unsettled Claims at any time outstanding as set forth under Repair Payments below; provided that no Repair Payments may be made from the O&M Accounts during any Early Amortization Period or Cash Trapping Period if, after giving effect thereto, the aggregate amount of Unsettled Claims outstanding would exceed U.S.$1.5 million as set forth under Repair Payments below; second, into the Overhaul Accounts, until the balance in such accounts equals the Overhaul Costs (as defined below); third, to the Agents and the Rating Agencies (as defined below), the amount of fees and expenses due and payable to each of them during the following Transfer Period; fourth, to the Notes Hedge Counterparty and any other Hedge Counterparty, the aggregate amount of the Hedge Payments in respect of the Notes and any other Senior Indebtedness, respectively, due and payable to the Notes Hedge Counterparty and such Hedge Counterparty during the following Transfer Period; fifth, pro rata to (i) the L/C Bank, the aggregate amount of any fees due and payable to the L/C Bank under the Letter of Credit during the following Transfer Period, and (ii) 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, into the Transfer Accounts and from the Transfer Accounts into the Revenue Account as determined by the Concessionaires to be necessary; provided that, any balance in the Transfer Accounts will be transferred pursuant to first to seventeenth under Description of Notes and Finance AgreementsTreatment of FundsDeposits of Funds to and Distribution of Funds from the Revenue Account on each Payment Transfer Date.

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Semi-annual and Special Distributions . . . . . . . . . . . . . . . . . . . . On the Transfer Date prior to any (i) Payment Date during any period that the 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), and (ii) (A) payment date of Repair Payments to be made pursuant to clause (ii) of Semi-annual and Special Distributionseleventh, (B) payment date of CAPEX Costs incurred or committed pursuant to Negative Covenants of the Issuer and the GuarantorsCAPEX Costs and to be made pursuant to clause (ii) of Semi-annual and Special Distributionseleventh and (C) payment date of any Permitted Investment made pursuant to clause (ii) of Semi-annual and Special Distributionsfifteenth (each such date in clauses (ii)(A) through (ii)(C), a Special Transfer Date), the Concessionaires will cause funds in the Revenue Account to be disbursed, after disbursement 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 (or the Early Amortization Principal Amount during an Early Amortization Period), accrued interest and any other payment due under the 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 Notes Hedge Counterparty 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 any Hedge Counterparty, the aggregate amount of the Hedge Payments in the form of put options for the purpose of offsetting declines in revenue pursuant to the revenue formula under the Concession Agreements that the Concessionaires reasonably expect may exceed the Concessionaires reductions in actual fuel expenses due and payable to such Hedge Counterparty during the following Transfer Period, in an aggregate amount not to exceed U.S.$2.0 million in any fiscal year; ninth, pro rata into (i) the Reserve Account, until the balance in such account equals the Debt Service Reserve Amount (as defined below); and (ii) any other reserve account or accounts pledged for the benefit of the creditors under any other Senior Indebtedness (the Additional Reserve Accounts), until the balance in such accounts equals the amount of debt service reserve provided for thereunder;

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tenth, pro rata to (i) BI, the aggregate amount of principal due and payable to BI under the Bus Terminal Loan on such Payment Date, and (ii) the L/C Bank, the aggregate amount of interest and principal due and payable to the L/C Bank under the Letter of Credit during the current Payment Period; eleventh, as instructed by each Concessionaire, in each case on the conditions set forth under Repair Payments below: (i) on any Payment Transfer Date, to make Repair Payments exceeding the amount permitted pursuant to Bi-monthly Distributionsfirst that are then payable or reasonably expected to be payable during the following Payment Period; and (ii) on any Special Transfer Date, (A) in the event that the amount deposited in the Reserve Account and any Additional Reserve Account pursuant to Semi-annual and Special Distributions ninth and in the Payment Account and any Additional Payment Accounts pursuant to Semi-annual and Special Distributions seventh equals the aggregate amount of payments due from such accounts on the next Payment Date, to make Repair Payments exceeding the amount permitted pursuant to Bi-monthly Distributionsfirst that are payable on such Special Transfer Date or reasonably expected to be payable during the following Transfer Period; and (B) in the event that the amount deposited in the Reserve Account and any Additional Reserve Account pursuant to Semi-annual and Special Distributionsninth equals the aggregate amount of payments due from such accounts on the next Payment Date and the amount deposited in the Payment Account and any Additional Payment Accounts pursuant to Semi-annual and Special Distributionsseventh equals the aggregate amount of payments due on the next Payment Date from such accounts, calculated in proportion to the number of days elapsed in the then-current Payment Period through such Special Transfer Date, to make Repair Payments in an aggregate amount not exceeding U.S.$1.5 million of Unsettled Claims at any time outstanding in addition to the Repair Payments made pursuant to Bi-monthly Distributionsfirst; for the avoidance of doubt, the Concessionaires may make Repair Payments at this level of priority as described in the foregoing clause (B) even if the Payment Account and any Additional Payment Accounts, which are at a higher level of priority, are not fully funded but proportionally funded as described in the Description of Notes and Finance Agreements; and twelfth, as instructed by each Concessionaire, in each case on the conditions set forth under CAPEX Costs below: (i) on any Payment Transfer Date, the portion of CAPEX Costs reasonably expected to be due and payable during the following Payment Period; and

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(ii) on any Special Transfer Date, in the event that the amount deposited in the Reserve Account and any Additional Reserve Account pursuant to Semi-annual and Special Distributions ninth equals the aggregate amount of payments due from such accounts on the next Payment Date and the amount deposited in the Payment Account and any Additional Payment Accounts pursuant to Semi-annual and Special Distributionsseventh equals the aggregate amount of payments due on the next Payment Date from such accounts, calculated in proportion to the number of days elapsed in the then-current Payment Period through such Special Transfer Date, to pay the CAPEX Costs due and payable on such Special Transfer Date or during the following Transfer Period; for the avoidance of doubt, the Concessionaires may pay CAPEX Costs at this level of priority as described in the foregoing clause (ii) even if the Payment Account and any Additional Payment Accounts, which are at a higher level of priority, are not fully funded but proportionally funded as described in the Description of Notes and Finance Agreements thirteenth, to the Notes Hedge Counterparty and any other Hedge Counterparty, the aggregate amount of any Excluded Contingent Hedge Payments due and payable to the Notes Hedge Counterparty and such Hedge Counterparty during the current Payment Period; fourteenth, pro rata to the holders of any Subordinated Indebtedness, the aggregate amount due and payable under the Subordinated Indebtedness during the current Payment Period provided that any cash payment under such Subordinated Indebtedness shall be made in compliance with Description of Notes and Finance AgreementsLimitations on Restricted Payments (all payments due by the Concessionaires under any Subordinated Indebtedness will be subordinated to payments under the Notes and any other Senior Indebtedness, and, except for intercompany payments between the Issuer and the Guarantors within the Revenue Account or pursuant to Description of Notes and Finance AgreementsTreatment of FundsDeposits of Funds to and Distribution of Funds from the Revenue Account-sixth, will be made only from the Revenue Account according to the foregoing order of priority; no event, request, demand, direction, notice, consent, waiver or other action under any Subordinated Indebtedness will have any effect or consequence under the Notes or any other Senior Indebtedness); fifteenth, as instructed by each Concessionaire: (i) on any Payment Transfer Date, to use funds to make Permitted Investments (other than clause (d) of the definition of Permitted Investments, which will be made from the O&M Accounts); and (ii) on any Special Transfer Date, in the event that the amount deposited in the Reserve Account and any Additional Reserve Account pursuant to Semi-annual and Special Distributions

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ninth and in the Payment Account and any Additional Payment Accounts pursuant to Semi-annual and Special Distributions seventh equals the aggregate amount of payments due from such accounts on the next Payment Date, to use funds to make Permitted Investments pursuant to clause (j) of the definition thereof on such Special Transfer Date; sixteenth, as instructed by each Concessionaire, into the Open Market Purchases Account to effect redemptions of the Notes under the Indenture (excluding, for the avoidance of doubt, redemptions effected with Permitted Refinancing Indebtedness or pursuant to a defeasance or satisfaction and discharge in accordance with the Indenture), Open Market Purchases or to consummate any tender offers for the Notes in accordance with the Indenture during the following Payment Period; and seventeenth, subject to Description of Notes and Finance AgreementsLimitations on Restricted Payments, to make payments in respect of Restricted Payments, in accordance with the Concessionaires written instructions, and to make all other payments required to be made not payable at a higher level of priority set forth hereunder, or deposited into reserves, by the Concessionaires in accordance with the Indenture and the other Transaction Documents. Notwithstanding the foregoing, transfers on any Special Transfer Date will be limited to Semi-annual and Special Distributionsfirst through fifteenth on the terms set forth therein. If an Event of Default has occurred and is continuing, the Concessionaires will continue to disburse funds from the Accounts as specified in the Indenture except to the extent otherwise instructed by the Trustee acting at the direction of the Controlling Party as contemplated by the Indenture; provided that such instructions will not limit or restrict the rights of the Secured Party Agents to receive payments under the Indenture. During any Early Amortization Period or Cash Trapping Period, the Concessionaires will disburse funds from the Accounts as specified in Early Amortization and Cash Trapping Upon any Event of Default, respectively, as contemplated by the Indenture except to the extent otherwise instructed by the Trustee acting at the direction of the Controlling Party. The Trustee may instruct the Concessionaires to make such disbursements at any time, but only (a) to pay amounts owing in respect of the Notes and under the Indenture, or (b) in accordance with the payment priorities set forth in the Indenture. For purposes of the foregoing: Accelerated Hedge Payments means the present value of the premiums payable over the remaining life of the Notes Hedge Agreement, net of the present value of any premium payments payable to Alsacia, if any, as calculated by the Notes Hedge Counterparty in accordance therewith.

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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. 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, but excluding any such expenditures that are Repair Payments or Overhaul Costs. Controlling Party means, as of any date of determination, the Noteholders and the 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 Notes Hedge Counterparty will also be required. Notes held by the Issuer, the Guarantors or any of their respective affiliates are excluded from this definition. GPS International means GPS International of Panam (Chile) S.A. 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 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.

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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 Notes and any other Senior Indebtedness includes Hedge Interest Amounts. 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. Notes Hedge Agreement means each Chilean peso-U.S. dollar currency hedge in respect of the Notes. Notes Hedge Counterparty means each Hedge Counterparty, including its successors and assigns, that will enter into a Notes Hedge Agreement with the Issuer. Notes Hedge Value means, with respect to any Notes Hedge Agreement on any date of determination, (a) prior to the termination of such Notes Hedge Agreement, an amount (which will be zero if negative) that would be payable by the Company under such Notes Hedge Agreement if (i) such Notes Hedge Agreement were being terminated early on such date of determination due to a termination event or event of default, (ii) the Company were the sole affected party or defaulting party and (iii) the applicable Notes Hedge Counterparty were the sole party determining such payment amount, and (b) from and after the termination of such 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 Notes Hedge Value, the Trustee and each Collateral Trustee may conclusively rely upon reasonably detailed good faith calculations supplied by the relevant Notes Hedge Counterparty pursuant to and in accordance with the Indenture as to the amount of such Notes Hedge Value in respect of the Notes Hedge Agreement to which

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such Notes Hedge Counterparty is a party; provided that if the relevant Notes Hedge Counterparty shall have failed to deliver such good faith calculations within 2 Business Days following receipt by the Notes Hedge Counterparty of the Trustees request therefor in accordance with the terms of the Indenture, then such Notes Hedge Values shall be deemed to be zero. 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.$4.0 million in 2011 and U.S.$3.0 million in any later fiscal 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, with any excess thereof being payable from Description of Notes and Finance AgreementsTreatment of FundsDeposits of Funds to and Distribution of Funds from the Revenue AccountSemi-annual and Special Distributionsseventeenth) (excluding professional and consulting services directly related to the Acquisition or the 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. 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 six months 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. Permitted Business means (a) any business conducted or proposed to be conducted (as described in this Offering Memorandum) by the Concessionaires on the Note Closing 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

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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 Disposition means: (a) any Disposition of Capital Stock of the Issuer or any Guarantor pursuant to a public offering of securities registered on a recognized stock exchange; or (b) any other Disposition of Capital Stock of the Issuer or any Guarantor that, after giving effect to any such Disposition, the following conditions as to the transferee and the Disposition will be satisfied: (i) no Default or Event of Default would result from such Disposition; (ii) no violation of applicable law or any Transaction Document would result from such Disposition; (iii) the Issuer or any Guarantor would not forfeit any of its material rights under any Operating Document as a result of such Disposition; and (iv) if such Disposition is of any Capital Stock pledged pursuant to a Security Document, the proposed transferee will have executed and delivered a pledge and security agreement in substantially similar form as the Stock Pledge Agreements together with an Officers Certificate in form and substance reasonably acceptable to the Trustee. Permitted Liens has meaning as defined in Negative Covenants of the Issuer and the Guarantors under Description of Notes and Finance Agreements. 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. Voting Balances means the sum of (a) the outstanding principal amount of the Notes (excluding any Notes held by the Company, the Guarantors or any of their respective Affiliates) and (b) the sum of 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 Notes Hedge Counterparty pursuant to and in accordance with the Indenture as to the amount of such Notes Hedge Value in respect of the Notes Hedge Agreement to which such Notes Hedge Counterparty is a party; provided that if the relevant Notes Hedge Counterparty shall have failed to deliver such good faith

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calculations within 2 Business Days following receipt by the Notes Hedge Counterparty of the Trustees request therefor in accordance with the terms of the Indenture, then such Notes Hedge Values shall be deemed to be zero. 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 Agent. 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 Agents 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; 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 Agents to make, and the Secured Party Agents will not make, any withdrawal from either 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 Agents and each Rating Agency unless such Concessionaire has delivered to the Secured Party Agents 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 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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The Concessionaires will not make or direct the Secured Party Agents to make, and the Secured Party Agents 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 Agents, 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 and attaching an account statement. 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 which 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 has 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 Agent 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. Overhaul Accounts . . . . . . . . . . . . . . . . . The Overhaul Accounts will be funded on the Escrow Closing Date with part of the proceeds from the issuance of the Notes. On the Escrow Closing Date, the Concessionaires will deposit or cause to be deposited an amount equal to Ch$3,316 million into the Overhaul Accounts, which amount represents the initial Overhaul Costs. 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 six months following such Transfer Date on a rolling basis. The Overhaul Accounts will be maintained in Chile by the Concessionaires with the Chilean Collateral Agent. 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;

29

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. The Concessionaires will not make or direct the Secured Party Agents to make, and the Secured Party Agents 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 Agents and each Rating Agency unless such Concessionaire has delivered to the Secured Party Agents 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 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 Agents, 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 and attaching an account statement. 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 which will be paid in the following seven calendar days from the Overhaul Transaction Checking Accounts, plus any outstanding checks issued from such account that has 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 Agent 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

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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. 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 Notes Hedge Counterparty to the Concessionaires under the Notes Hedge Agreement. The Payment Account will be maintained in New York by the Concessionaires with the U.S. Collateral Agent. The Concessionaires will instruct the U.S. Collateral Agent to disburse funds in the Payment Account on each Payment Date (or payment dates under the Notes Hedge Agreement) in the following order of priority: first, pro rata to the Noteholders and each Notes Hedge Counterparty, respectively, the aggregate amount (i) of the Scheduled Principal Amount (or the Early Amortization Principal Amount during an Early Amortization Period), accrued interest and any other payment due and payable under the 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 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 required to be deposited therein. 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 Notes). The 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.

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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. Reserve Account . . . . . . . . . . . . . . . . . . . The Reserve Account will be funded on the Escrow Closing Date with either or a combination of (a) part of the proceeds from the issuance of the Notes, and/or (b) a Letter of Credit. On the Escrow Closing Date, the Concessionaires will deposit or cause to be deposited into the Reserve Account an aggregate amount equal to U.S.$22.0 million. The required balance of the Reserve Account will be adjusted on each Payment Transfer Date and each Special Transfer Date thereafter so that such amount at such Payment Transfer Date and Special Transfer Date, as applicable, will equal the sum of the amount (which amount will be set forth in a schedule to the Indenture) representing the interest, Scheduled Principal Amount and Hedge Payments to be paid in respect of the Notes on the immediately succeeding Payment Date or on the next succeeding Payment Date, whichever sum is the higher (such required amount being the Debt Service Reserve Amount). The Reserve Account will be maintained by the Concessionaires in New York with the U.S. Collateral Agent. As an alternative to depositing and/or maintaining the Debt Service Reserve Amount in cash, the Concessionaires may deliver to the U.S. Collateral Agent one or more direct-pay on-demand irrevocable letters of credit for the benefit of the Trustee, the Noteholders and the Notes Hedge Counterparty from a bank (the L/C Bank) 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 (the Letter of Credit), in an amount equal to, when combined with any amounts on deposit in the Reserve Account, the Debt Service Reserve Amount. All payments due by the Concessionaires to the L/C Bank under the Letter of Credit (other than fees due to the L/C Bank under the Letter of Credit payable pursuant to Description of Notes and Finance AgreementsTreatment of FundsDeposits of Funds to and Distribution of Funds from the Revenue AccountBi-monthly Distributionfifth) will be subordinated to payments under the Notes and any other Senior Indebtedness as permitted pursuant to the terms of the Indenture and will be made only from the Revenue Account according to the order of priority set forth above. On each Payment Date, so long as no Event of Default is continuing, the U.S. Collateral Agent will disburse funds in the Reserve Account or draw on the Letter of Credit in the following order of priority: first, pro rata to the Trustee for the benefit of the Noteholders and to the Notes Hedge Counterparty, to the extent that the Payment

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Account would not be fully funded on such Payment Date (or the Early Amortization Principal Amount during an Early Amortization Period to the extent available in the Reserve Account and/or Letter of Credit); and second, to the Revenue Account, to the extent any remaining funds in the Reserve Account exceed the Debt Service Reserve Amount (not including drawing on the Letter of Credit). Additional Reserve Accounts . . . . . . . . . Any other Senior Indebtedness may provide for Additional Reserve Accounts, provided that such Additional Reserve Accounts may not provide for more favorable benefits or be on more favorable terms to the creditors under such other Senior Indebtedness than the Reserve Account to the Noteholders and the Notes Hedge Counterparty, as determined by the boards of directors of the Concessionaires in good faith. Open Market Purchases Account . . . . . . The Concessionaires will deposit or cause to be deposited into the Open Market Purchases Account any amount that they determine at their sole discretion, which amount may be zero. The Concessionaires may direct any funds in the Open Market Purchases Account to be transferred to the Revenue Account at any time. The Open Market Purchases Account will be maintained in New York by the Concessionaires with the U.S. Collateral Agent. The Concessionaires will instruct the U.S. Collateral Agent to disburse funds in the Open Market Purchases Account on any Transfer Date as follows: first, to effect any redemption of the Notes under the Indenture, Open Market Purchases of the Notes or to consummate any tender offer for the Notes in accordance with the Indenture; and second, into the Revenue Account, any balance at the end of the applicable Payment Period. For the avoidance of doubt, the Concessionaires may make Open Market Purchases with funds on deposit in the Open Market Purchases Account during the applicable Payment Period even if at the time of such purchases there would not have been funds available to run through the waterfall at Semi-annual and Special Distributionssixteenth. 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: in the event that any Repair Payment is not reasonably expected to exceed U.S.$1.0 million, the Concessionaires may (i) transfer funds from the Revenue Account to the O&M Accounts and disburse

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funds in the O&M Accounts, subject to the limitations on the amount of Unsettled Claims that may be funded at any time pursuant to Distribution of Funds to and from the Accounts Bi-Monthly Distributionsfirst, or (ii) disburse funds in the Revenue Account pursuant to, and subject to the limitations of Distribution of Funds to and from the AccountsSemi-annual and Special Distributionseleventh above, as applicable, in each case to cover such Repair Payment irrespective of the time that the insurance proceeds are received in the Revenue Account; 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 and the Rating Agencies of an Officers Certificate setting forth, in reasonable detail, the purpose and nature of such Repair Payment and that it will be used in good faith and on an arms-length basis, the Concessionaires may (i) transfer funds from the Revenue Account to the O&M Accounts and disburse funds in the O&M Accounts, subject to the limitations on the amount of Unsettled Claims that may be funded at any time pursuant to Distribution of Funds to and from the AccountsBi-Monthly Distributionsfirst, or (ii) disburse funds in the Revenue Account pursuant to, and subject to the limitations of Distribution of Funds to and from the AccountsSemi-annual and Special Distributionseleventh above, as applicable, in each case to cover such Repair Payment irrespective of the time that the insurance proceeds are received in the Revenue Account; 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 the next bullet 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 other Senior Indebtedness 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 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 Distribution of Funds to and from the Accounts 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 and the Rating Agencies of an Officers Certificate setting forth, in reasonable detail, the purpose and nature of such Repair Payment and that it

34

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 irrespective of the amount of the Repair Payment and irrespective of any Event of Default, Early Amortization Event or Cash Trapping Period, if such Repair Payment has been funded with common equity for cash issued by, cash capital contributions made to or Subordinated Indebtedness incurred by the Concessionaires in anticipation of their receiving insurance proceeds, subject to the delivery by the applicable Concessionaire to the Trustee and the Rating Agencies 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 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 Distribution of Funds to and from the Accounts 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 repay such Subordinated Indebtedness or 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, Early Amortization Event or Cash Trapping Period 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. CAPEX Costs . . . . . . . . . . . . . . . . . . . . . The Issuer and the Guarantors will not incur, commit or pay any CAPEX Costs during the first two Reporting Periods after the date of the Indenture, except to the extent permitted to be paid from the O&M Account or with proceeds from common equity issuances for cash, cash capital contributions or Subordinated Indebtedness in accordance with the Indenture. After the first two Reporting Periods, the Concessionaires will not make or direct the Secured Party Agents to make, and the Secured Party Agents 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

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Costs from the Description of Notes and Finance Agreements Treatment of FundsDeposits of Funds to and Distribution of Funds from the Revenue AccountSemi-annual and Special Distributionseleventh in any quarterly budgetary period exceeds 100% of the amount budgeted for CAPEX Costs for such quarterly budgetary period (excluding, 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 Agents and each Rating Agency; provided that such CAPEX Costs will be subject, at the time they are incurred or committed, to (a) a backwards looking Debt Service Coverage Ratio requirement of not less than 1.20:1.00 for each of the two immediately preceding Reporting Periods for which consolidated financial statements have been submitted to the Secured Party Agents, (b) a forward looking Debt Service Coverage Ratio requirement of an average of 1.20:1.00 for the remaining Reporting Periods until the final maturity of the Notes, and (c) a forward looking Debt Service Coverage Ratio requirement of a minimum of 1.15:1.00 for each of the remaining Reporting Periods until the final maturity of the Notes. Notwithstanding the foregoing, if the Concessionaires fund any CAPEX Costs by the issuance of common equity for cash, cash capital contributions or Subordinated Indebtedness, then such CAPEX Costs will not be subject to any ratios and such funds will not be required to be deposited into the Revenue Account. The Concessionaires will deliver to the Secured Party Agents, 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 and attaching an account statement. For purposes of the foregoing: Debt Service means, for any period, the sum of all cash principal and cash interest payments (including cash withholding tax payments in connection therewith) and any fees, expenses, breakage costs, termination costs and other amounts in respect of all Debt other than Subordinated Indebtedness, in each case taking into account the actual amount payable or receivable under any Hedging Obligations related thereto for purposes of the foregoing calculation. Debt Service Coverage Ratio means, for any period, the result obtained by dividing (a) the aggregate amount of funds deposited into the Revenue Account (excluding any funds transferred from the other Accounts to the Revenue Account) minus the aggregate amount of funds transferred pursuant to first through fifth under Description of Notes and Finance AgreementsTreatment of FundsDeposits of Funds to and Distribution of Funds from the Revenue Account (other than

36

Contingent Hedge Payments and cash withholding tax payments made in connection with Debt Service), for such period by (b) the total Debt Service for such period, in each case as reflected in certifications reasonably acceptable to the Trustee and, in the case of future Reporting Periods, estimates of such deposits and Debt Service then scheduled to be due and payable for such future periods, in the forms provided in the Indenture or in the most recent consolidated financial statements of the Issuer presented in U.S. dollars and submitted to the Trustee pursuant to the provisions of the Indenture. Calculations shall exclude payments of expenses and fees in respect of the Transactions or the Acquisition. Reporting Period means the last six full months (considered as one period) most recently ended to any date of determination. Withholding Taxes . . . . . . . . . . . . . . . . . All payments under the 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 interest on any of the foregoing) of whatsoever nature imposed, levied, collected, withheld or assessed by, within or on behalf of any Relevant Taxing Jurisdiction, unless such withholding or deduction is required by law or the interpretation or administration thereof. In such event, subject to certain exceptions, the Issuer or the Guarantors, as applicable, will pay to each holder such additional amounts as may be necessary to ensure that the amounts received by the holder of such 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 Note in the absence of such withholding or deduction. See Description of Notes and Finance Agreements Additional Amounts. Change of Control . . . . . . . . . . . . . . . . . . If the Issuer or any Guarantor experiences a Change of Control (as defined in Description of Notes and Finance AgreementsChange of Control), then the Issuer and the Guarantors must offer to redeem the Notes at 101% of the principal amount of the Notes, plus any accrued and unpaid interest to the date of purchase, subject to certain conditions. Redemption Solely for Tax Reasons . . . . The Issuer and the Guarantors may, at their options, redeem the Notes at 100% of their principal amount, plus accrued and unpaid interest, if any, to the date of redemption and any Additional Amounts then due and payable, in the event specified changes in tax law impose certain additional withholding taxes on amounts payable on such Notes such that the total rate of withholding applicable on such Notes is in excess of 4%, being the rate in effect on the date hereof, and, as a result, the Issuer or any Guarantor is required to pay Additional Amounts with respect to such withholding taxes. See Description of Notes and Finance AgreementsRedemption Solely for Tax Reasons.

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Optional Redemption . . . . . . . . . . . . . . . At any time prior to February 18, 2015, the Issuer and the Guarantors may on any one or more occasions redeem up to 35% of the original aggregate amount of Notes and Additional Notes at a redemption price of 108.00% of the principal amount, plus accrued and unpaid interest to the applicable redemption date (subject to the right of the holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 65% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer or any Guarantor); and (ii) the redemption occurs within 120 days of the date of the closing of such Equity Offering. At any time prior to February 18, 2015, the Issuer and the Guarantors may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, 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). On or after February 18, 2015, the Issuer and the Guarantors may redeem all or a part of the Notes on any one or more occasions, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below plus accrued and unpaid interest on the Notes redeemed, 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), if redeemed during the 12-month period beginning on February of each of the years indicated below:
Year Percentage

2015 . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . 2017 and thereafter . . . . . . . For purposes of the foregoing:

104.00% 102.00% 100.00%

Applicable Premium means with respect to any Note on any redemption date, the difference (not to be less than zero) between (a) the present value (compounded on a semi-annual basis) to such date of the scheduled future principal and interest cash flows from the beneficial interests in the Notes being redeemed discounted at a per annum rate equal to the then-current bid side yield (as most recently published in the New York edition of The Wall Street Journal) on the U.S. Treasury Note having a maturity date closest to the remaining weighted average life on the Notes calculated at the time of the prepayment, plus 0.75% per annum and (b) the aggregate principal amount of Notes (or portion thereof) to be redeemed.

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Assigned Receivables means certain receivables that the Issuer expects to collect from a dispute with Express and which the Issuer assigned to GPS International pursuant to an agreement dated October 12, 2010, in an aggregate amount not to exceed Ch$2,127 million, which payment will be subject to Description of Notes and Finance AgreementsLimitations on Restricted Payments and will be made pursuant to Description of Notes and Finance AgreementsTreatment of FundsDeposits of Funds to and Distribution of Funds from the Revenue AccountSemi-annual and Special Distributionsseventeenth. 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. 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. 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. 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 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 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

39

such provisions unless such repurchase or redemption complies with the Restricted Payment test or otherwise requires the prior repayment in full of the 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 Notes mature. Equity Offerings means any public or private sale of equity securities of the Issuer or any Guarantor (other than Disqualified Stock) other than: (i) offerings related to equity securities issuable under any employee benefit plan of the Issuer or any Guarantor; and (2) issuances to any subsidiary of the Issuer or any Guarantor. 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 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. Mandatory Redemption . . . . . . . . . . . . . . Subject to the provisions of the Indenture, the 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 (as defined below) or any Expropriatory Action (as defined below), to the extent of the Expropriation Compensation (as defined below) received. In such a redemption, the redemption price of the Notes to be redeemed will be equal to (x) the principal amount of such Notes, plus (y) interest on such principal amount accrued through the redemption date, plus (z) Additional Amounts, if any, payable in respect of such Notes. See Description of Notes and Finance AgreementsMandatory Redemption. For purposes of the foregoing: 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.

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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. Governmental Authority means any government, governmental department, ministry, commission, board, bureau, agency, regulatory authority, instrumentality of any government (central or local), judicial, legislative or administrative body, domestic or foreign, federal, state or local, having jurisdiction over the person or matter in question. 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. Certain Covenants . . . . . . . . . . . . . . . . . . The Indenture will contain negative and affirmative covenants of the Issuer and the Guarantors, subject to certain limitations and exceptions: limitations on Senior Indebtedness; limitations on Restricted Payments (as defined below); limitations on liens; limitations on sales of assets; limitations on sale and lease-back transactions; limitations on merger, consolidation, liquidation or dissolution; limitations on Affiliate transactions; requirement to maintain all operations and undertake maintenance consistent with the requirements of the Concessions; requirement to provide specified expense budgets and three-year master plans; requirement to provide an updated version of the base case financial projections; limitations on abandonment of the Concessions; limitations on assignments;

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a requirement to use the proceeds of the Notes as described under Use of Proceeds; requirements as to the use of cash flow; requirement to maintain existence; requirement not to engage in any business other than a Permitted Business; compliance with Concessions; compliance with all applicable legal requirements; requirement to repay obligations; requirement to pay taxes; requirement to maintain books and records; requirement to maintain properties and insurance; requirements as to visitation and third-party inspection of the Issuers and the Guarantors properties; requirement to provide specified notices to the Secured Party Agents and the holders of the Notes; requirement to provide consolidated financial statements and period audits; and requirement to provide compliance certificates. In addition, each of Eco Uno and Panamerican will be subject to specific limitations on their businesses that prohibit any 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 as contemplated in the Description of Notes and Finance Agreements, (ii) establishment and maintenance of the Transfer Accounts, and (iii) 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. Alsacia 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 Alsacia and related administrative activities. In addition, Lorena SpA shall not (i) incur any Debt (except its guarantee of the Bus Terminal

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Loan and intercompany Subordinated Debt payable to Alsacia), (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 Alsacia 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 Alsacia, 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. Alsacia shall operate the Excluded Depot in accordance with the covenants of this Indenture applicable to other operations of Alsacia. Bus Terminal Loan. Alsacia and any Guarantor will not 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 any such amendment, supplement, novation or renewal will be on terms materially adverse to the Noteholders or the Notes Hedge Counterparty. For purposes of the foregoing: Debt to Equity Ratio means, as of the date of calculation, the ratio of (i) the aggregate outstanding amount of Senior Indebtedness, without duplication, of the Issuer and the Guarantors, taken as a whole, as of such date to (ii) the aggregate amount of Equity of the Concessionaires, taken as a whole, as of such date. Equity means, as of the date of calculation, the sum of the present value (compounded on a semi-annual basis) of the aggregate amount of funds deposited and projected to be deposited into the Revenue Account (excluding any funds to be transferred from the other Accounts to the Revenue Account) minus the aggregate amount of funds transferred and projected to be transferred from the Revenue Account pursuant to first through fourteenth under Revenue Account above until, and including, August 18, 2018, as projected in the Base Case Model (as defined in Description of Notes and Finance Agreements) as updated to such date of calculation, discounted at a per annum rate equal to 12%. 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

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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 the Concessionaire from a financial point of view issued by an investment banking firm of international standing. 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. 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. Permitted Chilean Investments means any of the following, and which may include investments in respect of which the Trustee acts as investment advisor or manager: (i) 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; (ii) repurchase agreements (A) with any of the entities mentioned in (i) above and (B) 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 (i) above; and (iii) time deposit accounts, certificates of deposit and money market deposits denominated and payable in Chilean pesos maturing within 180 days of the date of acquisition thereof issued by Chilean banks mentioned in (i) above. 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) guarantees of Senior

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Indebtedness or Subordinated Indebtedness permitted by the Indenture; (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, or Subordinated Indebtedness incurred by, the Issuer or any Guarantor (which cash common equity or capital contribution or Subordinated Indebtedness 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

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(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 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: (i) 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; (ii) 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; (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (i) above entered into with a bank meeting the qualifications described in clause (ii) above; (iv) 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; (v) 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; (vi) Investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (i) through (v) above; (vii) demand deposit accounts with U.S. banks maintained in the ordinary course of business. 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. Restricted Payments means any reduction (excluding reductions resulting from losses or impairments) or return of capital of the

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Issuer or any Guarantor; any payment by the Issuer or any Guarantor of any dividends to its respective shareholders (other than in the form of Capital Stock of the Issuer or such Guarantor), except for dividends payable to the Issuer or any Guarantor; the authorization or making of any other distribution, any payment or delivery by the Issuer or any Guarantor of property or cash to their respective shareholders in their capacity as shareholders of the Issuer or such Guarantor or to such shareholders as permitted under the Indenture; the redemption, retirement, purchase or other acquisition, directly or indirectly, for consideration of any of its Capital Stock now or hereafter outstanding (or any options or warrants issued by the Issuer or any Guarantor with respect to their respective Capital Stock) or the setting aside of any funds for any of the foregoing purposes; or the making by the Issuer or any Guarantor of any cash payments with respect to principal or interest on, or the purchase, redemption or defeasance of, any Subordinated Indebtedness (except payments on intercompany Subordinated Indebtedness between the Issuer and any Guarantor or between Guarantors); it being understood that any dividend to a shareholder (or any other person who becomes an owner of Capital Stock of the Issuer or any Guarantor as a result of a Permitted Disposition) immediately then contributed back to the Issuer or such Guarantor will not constitute a Restricted Payment; Investments other than Permitted Investments. Payments made in connection with and related to the Transactions and Acquisition as described in this Offering Memorandum shall not constitute Restricted Payments. 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. See Description of Notes and Finance AgreementsCovenants. Events of Default . . . . . . . . . . . . . . . . . . . The Indenture will provide for acceleration of the Notes and exercise of other remedies upon events of default, in each case subject to certain limitations and cure rights (each an Event of Default): any payment default; any failure to perform any of the obligations, including obligations under any covenants, provided for under the Indenture; the application of any fines or discounts under the Concession Agreements which could reasonably be expected to result in a Material Adverse Change;

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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; any representation or warranty made by the Issuer or any Guarantor in any Finance Document to which such person is a party or in any Officers Certificate delivered in connection with the release of the Escrow, 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; any bankruptcy, insolvency or similar proceedings involving the Issuer or any Guarantor or any of their assets; 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; 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 Notes and all amounts then due and payable to the holders of the Notes; 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; the holders of the Notes or the Notes Hedge Counterparty cease to have a perfected first-priority security interest in any Collateral

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having an aggregate Fair Market Value in excess of U.S.$10.0 million except as released in accordance with the Transaction Documents; any revocation or withdrawal of any material government authorization that could reasonably be expected to result in a Material Adverse Change; or 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 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. Early Amortization Period . . . . . . . . . . . During the period (the Early Amortization Period) beginning on the day on which an Early Amortization Period is declared to have commenced or automatically commences pursuant to the provisions under Early Amortization Events below, and continuing to and including the date on which principal, interest and all other amounts due under the Notes have been paid in full (or such earlier date as the Controlling Party of the Notes so determines), the remaining unpaid principal balance under the Notes will be due and payable on each Payment Date with the Available Funds (as defined below) (the Early Amortization Principal Amounts). During any Early Amortization Period, the Concessionaires will transfer or cause to be transferred the Available Funds (in addition to funds for accrued interest and any other payment under the Notes in the order of priority set forth in the Indenture, and Contingent Hedge Payments) from the Revenue Account to the Payment Account on each Transfer Date for payment of the Early Amortization Principal Amounts on the next Payment Date(s). Additionally, during any Early Amortization Period, the Concessionaires will transfer funds in the Reserve Account and/or under the Letter of Credit to the Trustee for the benefit of the Noteholders and the Notes Hedge Counterparty on the next Payment Date, which funds will be applied to the payment of the Early Amortization Principal Amounts, accrued interest and any other payment under the Notes in the order of priority set forth in the Indenture on such Payment Date. Amounts thus applied to reduce the principal of the Notes will result in a pro rata reduction of the remaining Scheduled Amortization Amounts for the Notes.

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For purposes of the foregoing, Available Funds means all the funds available on each Transfer Date for transfer from the Revenue Account to the Payment Account after deduction of the aggregate amount of funds transferred on such Transfer Date from the Revenue Account pursuant to Bi-monthly Distributionsfirst through fifth. Early Amortization Events . . . . . . . . . . . Each of the following will be designated as an Early Amortization Event for the Notes: the occurrence of an Event of Default; the occurrence of an early amortization event with respect to any other Senior Indebtedness of the Issuer or any Guarantor; and failure to maintain a minimum Debt Service Coverage Ratio of 1.10:1.00 in any Reporting Period (the Early Amortization Debt Service Coverage Ratio), except for the Reporting Periods through March 31, 2012. Upon the occurrence of an Early Amortization Event, the Controlling Party, by notice then given in writing to the Issuer, the Guarantors and the Secured Party Agents, may declare that the Early Amortization Period has commenced; provided that, the written notice in respect of an Event of Default (other than an Event of Default described in clause (h) under Events of Default) must be given by the Controlling Party to the Issuer, the Guarantors and the Secured Party Agents within six months of the Noteholders receiving notice of such Event of Default; provided further that, (A) upon the occurrence of an Event of Default described in clause (h) under Events of Default, an Early Amortization Period will automatically commence, and (B) the specific event, occurrence or omission that resulted in the Event of Default that caused such Early Amortization Event shall not be the basis for declaration of any other Early Amortization Events for six months following the end of such six-month period. Coverage Reserve Account . . . . . . . . . . . Notwithstanding anything in the Description of Notes and Finance Agreements to the contrary, upon the occurrence of an Early Amortization Event related to the failure to satisfy the Early Amortization Debt Service Coverage Ratio, the Issuer and the Guarantors may cure such breach by either: (a) electing (by written notice to the Secured Party Agents) to have all amounts then and thereafter payable to the Noteholders under the Finance Agreements to be deposited into a segregated trust account in the United States held by the Secured Party Agents in the name of Secured Party Agents for the benefit of the Noteholders (the Coverage Reserve Account); and/or (b) depositing, or causing to be deposited, into the Coverage Reserve Account (which shall be funded by the issuance of common equity for

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cash, cash capital contributions or Subordinated Indebtedness, and which shall not be required to be deposited into the Revenue Account) an amount of U.S. dollars such that, had such amount been received as collections in the Revenue Account during the applicable Transfer Period, such breach would not have occurred (the Coverage Reserve Account Deposit Amount). If so elected by the Issuer and the Guarantors, the Issuer and the Guarantors shall deposit, or cause to be deposited, into the Coverage Reserve Account an amount equal to the Coverage Reserve Account Deposit Amount, which must have been funded with Subordinated Indebtedness incurred by or cash capital contributions made to the Issuer or the Guarantors for specific deposit therein. If the Coverage Reserve Account is funded as described in the Description of Notes and Finance Agreements, notwithstanding anything to the contrary described therein, an Early Amortization Event related to the failure to satisfy any Early Amortization Debt Service Coverage Ratio will be deemed not to have occurred (regardless of whether the Controlling Party for the Notes has declared that an Early Amortization Period has commenced with respect to the failure to meet the Early Amortization Debt Service Coverage Ratio); provided that if the Early Amortization Debt Service Coverage Ratio continues to fail to be met for each of the next three respective Reporting Periods, then, notwithstanding the funding of the Coverage Reserve Account, an Early Amortization Event shall occur. Pending application in accordance with the Indenture, amounts in the Coverage Reserve Account will be invested by the Secured Party Agents in U.S. Permitted Investments. The Issuer and the Guarantors may exercise such right to cure up to three times through the final maturity of the Notes; provided that it may not exercise such right more than once during any period of 12 consecutive calendar months. Amounts in the Coverage Reserve Account will be distributed by the Secured Party Agents as follows: (a) on each Payment Date occurring after the exercise by the Issuer and the Guarantors of the option to fund the Coverage Reserve Account, if amounts on deposit in the Payment Account for the Notes on such Payment Date are less than the aggregate amount due and payable on such date, then the amount of such shortfall will (to the extent available) be transferred from the Coverage Reserve Account to the Payment Account and then paid to the Noteholders, the Notes Hedge Counterparty and other parties entitled to such amounts as set forth in the Indenture; and (b) if the Early Amortization Debt Service Coverage Ratio for the Notes is met with respect to any two consecutive Reporting Periods after such election, then the balance of funds on deposit in the Coverage Reserve Account may be used by the Issuer and the Guarantors to cancel the related Subordinated Indebtedness or return

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the related capital contribution (which, in each case, shall not constitute a Restricted Payment), with any remaining balance under the Subordinated Indebtedness or the capital contribution payable in accordance with the Indenture and the order of priority set forth above; additional funds need no longer be deposited into the Coverage Reserve Account unless and until the Issuer and the Guarantors exercise such option again. If a balance remains in the Coverage Reserve Account after all of the Notes have been paid in full, then such balance will be paid at the Issuers and the Guarantors instructions. Additional Coverage Reserve Account . . . . . . . . . . . . . . . . . . . . . . . . Any other Senior Indebtedness may provide for an account to serve the same purpose as the Coverage Reserve Account (the Additional Coverage Reserve Accounts), provided that such Additional Coverage Reserve Accounts may not provide for better benefits or be on more favorable terms to the creditors under such other Senior Indebtedness than the Coverage Reserve Account to the holders of the Notes and the Notes Hedge Counterparty, as determined by the board of directors of the Concessionaires in good faith. Purchases of Notes . . . . . . . . . . . . . . . . . The Issuer and any Guarantor may at any time, or from time to time, subject to the terms and conditions of the Indenture, purchase Notes through Open Market Purchases, by tender or by private agreement; provided, however, that the Issuer and the Guarantors may not purchase any Notes if they are in default on any payment due pursuant to the Notes. Any purchase by tender by the Issuer and the Guarantors shall be made available to all Noteholders alike. All Notes so purchased shall be cancelled immediately. In determining whether the holders of the requisite principal amount of outstanding Notes have given any request, demand, authorization, direction, consent, notice or waiver under the Indenture, Notes owned by the Issuer and the Guarantors, by any other obligor upon the Notes or by an affiliate of the Issuer and the Guarantors or of such other obligor shall be disregarded and deemed not to be outstanding. For purposes of the foregoing, Open Market Purchase means the purchase of any Notes available for sale in the secondary market through broker-dealers or similar intermediaries, in each case for total consideration less than the sum of the principal amount thereof plus accrued and unpaid interest thereon, provided that any Notes so purchased are surrendered immediately to the Trustee for cancellation. Book-Entry; Form and Denomination . . . The Notes will be issued in the form of one or more global notes without coupons. The Rule 144A and Regulation S Global Notes will each be issued in book-entry form and registered in the name of a nominee of DTC and deposited on behalf of the purchasers of the Notes represented thereby with a custodian of DTC and will trade in

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DTCs Same-Day Funds Settlement System. For a description of certain factors relating to clearance and settlement, see Description of Notes and Finance AgreementsForm and Denomination. The Notes will be issued in minimum denominations of U.S.$150,000 and integral multiples of $1,000 in excess thereof. Owners of beneficial interests in Notes held in book-entry form will not be entitled to receive physical delivery of certificated Notes except in certain limited circumstances. See Description of Notes and Finance AgreementsForm and Denomination. Governing Law . . . . . . . . . . . . . . . . . . . . The Issuers and Guarantors capacity and corporate authorization to execute and deliver the Transaction Documents are governed by applicable Chilean laws. The Mortgages, the Asset Pledge Agreements, the Concession Pledge Agreements, the Chilean Money Pledges, the Intercompany Debt Pledge Agreements and the Share Pledge Agreements will be governed by, and construed in accordance with, the laws of Chile. The 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. Transfer Restrictions . . . . . . . . . . . . . . . . The Notes have not been registered and will not be registered with the U.S. Securities and Exchange Commission under the Securities Act. The Notes are subject to certain restrictions on transfer and may not be offered, transferred or resold except as permitted under the Securities Act and applicable state laws pursuant to registration or exemption therefrom. See Transfer Restrictions. Exchange Controls in Chile . . . . . . . . . . . Under current Chilean Central Bank regulations, the Issuer and the Guarantors will have access to either the Formal Exchange Market or the Informal Exchange Market for the purchase of U.S. dollars necessary to make payments under the Notes or the Guarantees. See Exchange Controls in Chile. Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . Bank of New York Mellon Principal Paying Agent, Transfer Agent and Registrar . . . . . . . . . . . . . . . . . . . . The Trustee acting in such capacities. U.S. Collateral Agent . . . . . . . . . . . . . . . The Trustee acting in such capacity. Chilean Collateral Agent . . . . . . . . . . . . . Banco Santander Chile Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . The Issuer and the Guarantors will apply to list the Notes on the Official List of the Luxembourg Stock Exchange and to trade them on the Euro MTF Market of that exchange. Rating Agencies . . . . . . . . . . . . . . . . . . . Fitch, Inc. and Moodys Investors Service, Inc. (the Rating Agencies) Risk Factors . . . . . . . . . . . . . . . . . . . . . . . You should carefully consider the risk factors discussed under the caption Risk Factors before purchasing any Notes.

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SUMMARY SELECTED FINANCIAL AND OPERATING INFORMATION As discussed herein, concurrently with this offering, Alsacia, Express, Eco Uno and Panamerican will become affiliated companies under common control by GPS Group, and GPS Group intends to operate Alsacia and Express jointly under common management and to develop common operating procedures and sharing of overhead and other costs in order to maximize efficiencies for both entities. However, because Alsacia is not acquiring any interest in Express in the Acquisition, those entities cannot be presented together on a pro forma basis in this Offering Memorandum. See Introductory Note. The following tables present summary selected financial information and other data as of or for the years ended December 31, 2007, 2008 and 2009 and as of or for the nine months ended September 30, 2009 and 2010 for each of Alsacia and Express on a consolidated basis. These summary selected financial data presented below are qualified in their entirety by reference to, and should be read in conjunction with, the financial statements and notes thereto for each of Alsacia and Express included elsewhere in this Offering Memorandum. The following data as of or for each of the years ended December 31, 2007, 2008 and 2009 have been derived from the audited financial statements for each of Alsacia and Express, which have been prepared in Chilean pesos in accordance with Chilean GAAP. The data as of or for the nine months ended September 30, 2009 and 2010 have been derived from the unaudited interim financial statements for each of Alsacia and Express and have been prepared in Chilean pesos in accordance with Chilean GAAP. See Presentation of Financial and Other Information and Appendix ASignificant Differences Between Chilean GAAP and IFRS. The unaudited information for the nine months ended September 30, 2009 and 2010 includes all adjustments, consisting of only normal recurring adjustments, which in the opinion of management for each of Alsacia and Express are necessary for the fair presentation of the information. The results of operations for the nine months ended September 30, 2010 are not necessarily indicative of the results to be expected for the year ending December 31, 2010. Financial information for each of the three years ended December 31, 2009 has been restated in constant Chilean pesos as of December 31, 2009 in accordance with Chilean GAAP. Financial information for each of the nine months ended September 30, 2009 and 2010 has been restated in constant Chilean pesos as of September 30, 2010 in accordance with Chilean GAAP. No financial or operating information is provided in this Offering Memorandum for either Eco Uno or Panamerican, which are additional Guarantors of the Notes. Eco Uno is a holding company with the sole purpose of holding 99.998% of the equity of Express. Panamerican is a holding company formed for the sole purpose of acquiring and consolidating the ownership of 99.7% of the equity of Eco Uno through the Acquisition. Both Eco Uno and Panamerican lend or borrow intercompany debt to or from affiliates from time to time, and neither will have any employees or other activities except as described herein. See Description of Notes and Finance Agreements. As a result, Alsacia does not believe any information concerning Eco Uno or Panamerican would be material to prospective investors. No financial or operating information is provided in this Offering Memorandum for the Initial Temporary Issuer because it has never had, and currently does not have, any assets, liabilities or operations. It is a special purpose company established to facilitate the issuance of the Notes as described under The Escrow.

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HISTORICAL FINANCIAL INFORMATION


Alsacia As of or for the Year Ended Dec. 31, Dec. 31, Dec. 31, 2007 2008 2009 (Millions of constant Ch$ as of December 31, 2009) Income Statement Data Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . Profit (loss) investment in related companies (1) . . . . . . . . Balance Sheet Data Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . Total shareholders equity . . . . . . . . . . . . . . . . . . . . . . . . . . Cash Flow Data Net cash flow from (used in) operating activities . . . . . . . . . . . . Net cash flow from (used in) financing activities . . . . . . . . . . . . Net cash flow from (used in) investing activities . . . . . . . . . . . . Reconciliation of Operating Income to Adjusted EBITDA Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjusted EBITDA (2) . . . . . . . . . . . . . . . . . . . . . . . . . 49,918 7,159 7,345 14,504 (1,895) 12,609 2,031 354 13,994 61,306 98,776 31,377 63,704 3,696 4,725 7,232 (11,776) 7,159 4,316 1,063 12,538 70,866 9,348 (15,972) (6,623) 1,084 (5,539) 491 312 17,263 66,574 108,140 29,550 80,434 (1,843) 4,848 8,038 (12,957) 9,348 7,578 1,574 18,501 66,658 (184) 8,739 8,555 (1,990) 6,565 404 3,876 19,663 60,800 101,382 34,381 62,280 4,722 9,431 (2,321) (3,538) (184) 8,256 2,401 10,473 As of or for the Nine Months Ended Sept. 30, Sept. 30, 2009 2010 (Millions of constant Ch$ as of September 30, 2010) (unaudited) 50,311 414 4,332 4,746 (1,604) 3,142 (721) 728 16,955 64,218 102,824 36,451 65,110 1,262 7,057 (3,466) (3,181) 414 6,313 1,944 8,671 54,732 3,441 185 3,627 (772) 2,855 (553) 33 17,574 60,720 97,665 28,718 61,276 7,670 2,840 (5,760) (1,156) 3,441 6,470 1,247 11,158 Express As of or for the Year Ended Dec. 31, Dec. 31, Dec. 31, 2007 2008 2009 (Millions of constant Ch$ as of December 31, 2009) 66,924 1,673 15,129 16,802 (3,085) 13,717 3,562 48,010 88,144 191,243 32,742 125,944 32,556 7,557 12,563 (16,880) 1,673 7,275 3,560 12,508 91,183 5,970 (1,444) 4,526 (707) 3,819 3,323 52,860 85,975 196,181 45,067 114,740 36,374 19,719 (5,222) (14,465) 5,970 12,598 3,939 22,507 86,065 4,429 (9,252) (4,823) 872 (3,951) 25 32,716 77,782 148,142 27,198 88,521 32,423 27,954 (8,483) (22,827) 4,429 13,205 3,843 21,477 As of or for the Nine Months Ended Sept. 30, Sept. 30, 2009 2010 (Millions of constant Ch$ as of September 30, 2010) (unaudited) 63,290 1,865 (8,576) (6,711) 1,231 (5,480) 963 33,199 81,029 153,631 27,637 94,381 31,613 2,251 (8,451) 3,709 1,865 10,068 3,752 15,685 70,844 (450) (3,772) (4,222) 474 (3,748) 74 32,954 72,345 141,038 30,682 81,033 29,323 6,454 (8,276) 2,637 (450) 10,230 2,934 12,714

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(1) Relates solely to Alsacias investment in 16% of the equity of Eco Uno, which is a holding company that owns 99.998% of Express. Changes in the value of this investment primarily reflect Expresss financial performance over the same period. These changes are presented net of any interest expense recognized by Eco Uno on certain intercompany debt to its parent company during the period. (2) We calculate Adjusted EBITDA by adding Depreciation and Amortization to Operating Income. Because our calculation of Adjusted EBITDA begins with Operating Income, Adjusted EBITDA also does not include several non-cash expenses that are deducted from Net income under Chilean GAAP such as Price-level restatements and Foreign exchange rate differences. Adjusted EBITDA also does not include our Interest expenses or Income Taxes, which are also deducted from our Net income. Adjusted EBITDA is a not a recognized financial measure under Chilean GAAP or IFRS and does not have a standardized meaning. As such, Adjusted EBITDA as presented herein may not be comparable to similarly titled measures provided by other companies. We disclose Adjusted EBITDA because we believe that certain investors use it as an indicator of a companys ability to meet debt service and capital expenditure requirements. Adjusted EBITDA should not be considered in isolation, or as a substitute for net income or operating income as indicators of operating performance.

HISTORICAL OPERATING DATA We track a number of non-financial performance measures about our business and the industry, including the following (1):
As of or for the Year As of or for the Nine Months Ended December 31, Ended September 30, 2007 2008 2009 2009 2010

Bus Passenger Validations (in millions) (2) Alsacia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Express . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transantiago . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alsacia and Express as a Percentage of Transantiago . . . . . . Scheduled Route Distance (in millions of kilometers) (3) Alsacia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Express . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transantiago . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alsacia and Express as a Percentage of Transantiago . . . . . . Number of Bus Drivers (4) Alsacia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Express . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Passenger Capacity of Bus Fleet (rounded to the nearest thousand) (5) Alsacia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Express . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transantiago . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alsacia and Express as a Percentage of Transantiago . . . . . . Service Fulfillment Ratio (6) Alsacia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Express . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

73.4 112.7 186.1 638

133.3 208.2 341.5 1,159

130.9 204.1 335.0 1,205

96.2 151.0 247.2 886 27.9% 32.7 48.2 80.9 357.9 22.6% 1,695 2,253 3,948

100.6 142.9 243.5 881 27.6% 35.3 52.9 88.2 385.6 22.9% 1,685 2,354 4,039

29.2% 29.5% 27.8% 32.7 50.7 83.4 367.8 42.7 65.6 108.3 480.0 44.4 65.2 109.6 515.9

22.7% 22.6% 21.2% 1,729 2,115 3,844 1,751 2,175 3,926 1,751 2,227 3,978

64.4 114.4 178.8 559.3

68.8 117.0 185.8 585.7

68.7 116.9 185.6 593.1

68.7 116.9 185.6 590.2 31.5% 97.5% 97.8%

73.4 136.4 209.8 616.8 34.0% 96.8% 93.6%

32.0% 31.7% 31.3% 95.4% 97.9% 96.7% 86.8% 96.2% 96.4%

(1) See Managements Discussion and Analysis of Financial Condition and Results of Operations for Alsacia and Express for a discussion of the reasons for the changes in these figures over the periods presented. (2) Total Passenger Validations received on buses during the applicable period (Validaciones). For discussion of Passenger Vaildations, see The ConcessionsConcession RevenueRevenue Formulas, The ConcessionsAFT PaymentsResponsibilities of the AFT and BusinessOverviewGeneral. (3) Aggregate scheduled route distance in Operating Plans during the applicable period (Kilmetros del Programa de Operacin). For a discussion of Operating Plans, see The ConcessionsOperating Plans. (4) Full-time and part-time bus drivers employed at the end of the applicable period (Personal de Conduccin). For a discussion of our driving personnel, see BusinessOur OperationsOur Employees.

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(5) Aggregate passenger capacity of all buses, as registered with the Ministry, at the end of the applicable period (Plazas). For a discussion of our fleet passenger capacity, see BusinessOverviewGeneral. (6) Ratio of actual passenger capacity and route distance serviced compared to the scheduled passenger capacity and route distance in Operating Plans during the applicable period (ndice de Cumplimiento Plaza Kilmetro Hora). Prior to October 2009, the calculation of this ratio did not include distance (kilmetros) and was known as ndice de Cumplimiento Plaza Hora. The Ministry added distance (kilmetros) to the ratio in October 2009 and renamed it ndice de Cumplimiento Plaza Kilmetro Hora. The Ministry reports a preliminary Service Fulfillment Ratio to each concessionaire on a semi-monthly basis. Each concessionaire can then review the preliminary Service Fulfillment Ratio and propose adjustments to it to reflect service interruptions or delays that are outside of the concessionaires control, such as road construction or traffic accidents along its routes. Once the proposed adjustments are reviewed and accepted by the Ministry, the Ministry publicly reports the adjusted Service Fulfillment Ratios for a period starting on the sixth day of each calendar month and ending on the fifth day of the following calendar month. Alsacia and Express also separately calculate the adjusted Service Fulfillment Ratio for each calendar month for their internal reporting purposes. All Service Fulfillment Ratios used in this Offering Memorandum refer to the internal, adjusted Service Fulfillment Ratios calculated by Alsacia and Express. For a more complete description of the Service Fulfillment Ratio, see The ConcessionsConcession RevenueRevenue Formulas and BusinessOverviewThe Concessions.

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RISK FACTORS The following risks could affect our business, results of operations and financial condition and, as a result, the Notes and our ability to fulfill our obligations under the Notes. You should consider carefully all the information contained in this Offering Memorandum, including the risk factors set forth below, before deciding to invest in the Notes. You should note that the risks described below may not be the only risks to which we are exposed. There may be other risks that are not presently known to us or that we do not presently consider to be material that could affect our ability to fulfill our obligations under the Notes. Risks Relating to the Escrow and the Initial Temporary Issuer The initial issuance of the Notes is by a special purpose vehicle, whose assets will be limited to initial issuance price of, and certain interest payment under, the Notes. The Notes are initially being issued by the Initial Temporary Issuer, which is a special purpose vehicle that will place the proceeds thereof in an escrow for a period lasting up to March 3, 2011. On or prior to February 28, 2011, Alsacia and Express are expected to enter into arrangements to repay certain indebtedness currently held by various international and Chilean banks, after which the Initial Temporary Issuer will be combined with and into Alsacia and the escrowed funds will be used to, among other things, repay such third party indebtedness. See The Escrow and Use of Proceeds. Although the Initial Temporary Issuer has been established to be a bankruptcy remote entity, the existence of the Initial Temporary Issuer and the various transactions that have been designed to combine the Initial Temporary Issuer into Alsacia and have Alsacia and the Guarantors become obligors in respect of the Notes, involve a number of actions that are substantially more complicated than would otherwise be the case if the Notes were issued by Alsacia. In addition, the only assets of the Initial Temporary Issuer will be the amounts deposited in escrow consisting of the net proceeds from the offering of the Notes, plus cash amounts deposited by Alsacia, among other things, to ensure at the date the escrow if established there are sufficient funds, in addition to the net proceeds from the offering of the Notes, to repay (i) the full issuance price of the Notes, (ii) interest at the stated rate for 15 calendar days and (iii) all other amounts then due on the Notes, including any additional amounts in respect of taxes or otherwise. If, for whatever reason, the transactions contemplated in this Offering Memorandum are not consummated, there will be no other assets to collect any additional claims or recourse against any other person than the Initial Temporary Issuer. The repayment by us of Existing Indebtedness is required to obtain releases of collateral to be pledged to holders of Notes as described herein. The Notes are to be secured by various types of collateral as described herein. See Description of Notes and Finance Agreements. Certain of these types of collateral, including terminals, buses and the shares issued by Alsacia and Express, are currently pledged to the holders of Existing Indebtedness that we intend to repay in connection with the issuance of the Notes. It is a condition to the effectiveness of the release of the escrow described herein and the Notes becoming obligations of Alsacia and the Guarantors that the releases be filed publicly in Chile, and in some cases it will be necessary subsequent thereto to file documentation with various public officials to remove the pledges and the banks as secured parties therefor, a process that can take several months. While Alsacia and Express have obtained advice of counsel that the agreements to release any such collateral will be binding and effective against all parties, implementation of such releases and updating of the public records in order to register the collateral to secure the Notes could result in significant delays in giving effect to the same. During any such period, the Secured Party Agents could experience difficulties in enforcing any pledge, mortgage or security interest on any affected type of collateral as a result of the foregoing.

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If the conditions to the Escrow Closing Date are not met by the Escrow Termination Date, then the Notes shall be accelerated and repaid without any premium thereon. If, for any reason, the Acquisition and the Escrow Closing Date are not consummated on or prior to February 28, 2011, then on the Escrow Termination Date, (i) the Escrow shall be terminated; (ii) the Notes shall without any action required be deemed to have been redeemed by the Initial Temporary Issuer; (iii) funds on deposit shall be used by the Escrow Agent to repay the initial issuance price of the Notes together with interest thereon at the stated rate from and including the date of issuance through and excluding the Escrow Termination Date; and (iv) the Initial Temporary Issuer shall thereafter be liquidated and Alsacia shall be liable, to the extent required under applicable law, for any filing fees, liquidation fees, taxes or other amounts due and owing to any British Virgin Islands, Chilean or other governmental authority as a result thereof. In such an event, there will be no premium paid to redeem the Notes. We are dependent on third parties to meet the conditions to the Escrow Closing Date, including our Existing Lenders who may have competing interests from us and who are outside or our control. One of the conditions to the Escrow Closing Date is that we negotiate and agree upon prepayment fees, penalties and termination payments with our Existing Lenders relating to the early payment of our Existing Indebtedness. These Existing Lenders have conflicts of interest with us, and may not agree to accept prepayment fees, penalties and termination payments on reasonable terms, if at all. They may also extend their negotiations of these amounts beyond the Escrow Termination Date. In such an event, the Notes will be repaid without any premium. The bankruptcy or insolvency of Alsacia or any Guarantor while the Escrow is in place could delay or reduce payments on the Notes from the Escrow. As described herein, the Initial Temporary Issuer is a special purpose company formed in 2011 under the laws of Chile, independent of Alsacia or the Guarantors. However, it was established to facilitate a transaction in which Alsacia and the Guarantors are participants. As a result, a court could disregard, or a creditor of Alsacia could seek to disregard, the independence of the Initial Temporary Issuer or the Escrow structure in the event that Alsacia or any other Guarantors became involved in bankruptcy, insolvency or similar proceedings. In that case, the Initial Temporary Issuer or the Escrow (and funds contained therein) could be consolidated with Alsacia for financial reporting or other purposes in the bankruptcy, insolvency or other proceedings, which could reduce or delay payments on the Notes from the Escrow. Alsacia and/or the Guarantors could take actions, or fail to take actions, during the Escrow period that would be prohibited or required by the Indenture after the Escrow Closing Date. Only the Initial Temporary Issuer will be subject to the Indenture and the terms of the Notes during the pendency of Escrow. Only at the Escrow Closing Date will Alsacia and the Guarantors be bound by the Indenture and be subject to the Notes. Prior to that time and during the pendency of the Escrow, Alsacia and the Guarantors could take actions, or fail to take actions, that would have been prohibited or required by the Indenture had it been in effect from and after the initial issuance of the Notes. Inasmuch as many of the Indentures terms cannot be implemented until it is effective against Alsacia and the Guarantors, such as the collateral arrangements, it will not be possible for Alsacia and the Guarantors to certify at the time the Escrow is released that they have been in compliance with the Indenture as if it had been in effect from the initial issuance of the Notes.

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Risks Relating to Our Business Alsacia and Express have limited operating histories. Alsacia and Express both began operation in 2005 and have had limited operating histories. As a result, we are subject to many of the risks common to new enterprises, including potential undercapitalization, cash shortages and limitations with respect to personnel, financial and other resources. We may not have the financial, technical and other resources to operate profitably, or at all, in the future. We may not achieve the expected benefits from the joint operation of Alsacia and Express, and the Acquisition and joint operation of Alsacia and Express could disrupt our operations and/or be unsuccessful. Organizational, union-related, market, supplier, planning and/or other issues may prevent us from obtaining all of the expected benefits from the joint operation of Alsacia and Express, including the synergies discussed herein. See BusinessOur Business Strategy for a discussion of expected synergies. Some joint operating benefits may require the prior approval of various authorities or the amendment of certain contracts and we cannot assure that these approvals or contract amendments will be obtained. In addition, upon completion of the Acquisition, we may be subject to unknown liabilities that could have a material adverse effect on us, our assets and our business. Alsacia and its affiliates must pay significant transaction-related expenses in connection with the Acquisition, including substantial legal, accounting and financial advisory fees and other similar expenses. Moreover, our day-to-day operations may be disrupted due to the substantial time and effort our management must devote to completing the Acquisition and implementing the joint operation of Alsacia and Express. For these reasons and potentially others, the Acquisition, as well as the acquisition of additional businesses in the future as and to the extent permitted under the Transaction Documents, may be unsuccessful and the integration of our existing businesses and any additional businesses (which implies the use of our executives and of our resources) may disrupt our operations. The Acquisition Agreement for Express contains provisions that limit the recourse of Alsacia and the holders of the Notes to Express and the sellers of Express under the Acquisition Agreement. Prior to the Acquisition, we will not have control of the operations, assets or liabilities of Eco Uno or Express. The Acquisition Agreement for Express includes provisions that the sellers shall not be held responsible in any way, directly or indirectly, for any statements, omissions, or misrepresentations made in connection with this offering and acknowledges that the sellers have not participated in or approved any aspect of this offering. After the closing of the Acquisition, we will not have any recourse to the sellers under the Acquisition Agreement for any breach of representation or warranty or otherwise. Although we have a shareholders agreement and board representation at Express, until the consummation of the Acquisition, we will not have day-to-day operational control over Eco Uno or Express or their assets, liabilities or actions. Until the Acquisition is consummated with the proceeds of this offering when released from escrow, the Notes will not be guaranteed by Express and there will be no recourse to Express. GPS Group has agreed to indemnify members of Grupo Transportador for claims against them arising out of this offering or relating to the time period prior to the consummation of the Acquisition Agreement. Passenger revenue and volume depend on factors beyond our control. Our revenue depends in part on the number of passengers we transport. Our revenue also depends on the number of passengers transported by Transantiago as a whole. Several factors determine the volume of passengers that will use our buses, as well as Transantiago as a whole, in the future, many of which are beyond our control. Some of these factors include demographic changes, Chilean Government macroeconomic policies, 60

prevailing economic conditions in Chile, fare rates (including the amount and frequency of fare increases), 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 our buses 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 our buses. For the above reasons, the number of passengers traveling on our buses or on Transantiago in general may decrease, or may not remain stable or increase, and any reduction in the level of passengers on our buses or on Transantiago in general may have an adverse effect on us and our affiliates. We may need to seek additional capital in the future. Ongoing repair and maintenance of our buses and facilities will require substantial capital. If our plans or assumptions change, if our assumptions prove to be inaccurate, or if we experience unanticipated costs or competitive pressures, we may be required to seek additional capital. The Notes restrict the terms upon which we may incur additional debt. We may not be able to raise any necessary additional capital on satisfactory terms, if at all. If we decide to raise additional funds through the incurrence of debt, we may become subject to additional or more restrictive financial covenants and our interest obligations will increase. If we are unable to obtain additional capital or to obtain it on acceptable terms, we may be unable to meet our obligations under the Concession Agreements, which could lead to termination of the Concession Agreements. We have entered into certain transactions with related parties that may potentially create conflicts of interest. We have entered into transactions with related parties described in Related Party Transactions and may continue to do so in the future. Although we believe the terms of these transactions are consistent with market transactions with unaffiliated parties, our relationships with the counterparties to these transactions could potentially create conflicts of interest. The financial statements of Express and Alsacia may be restated in the future based on the settlement of their related party dispute. The consolidated financial statements of Express and Alsacia which have been included in this offering memorandum are subject to potential adjustments relating to the net balance of accounts payable to Alsacia relating to items under dispute mainly arising from expenses incurred in prior years on account of Express in relation to the joint operations of Express and Alsacia performed up to August 2006. The analysis of the different items which make up this related party accounts payable, and the determination of which adjustments are to be recorded, in order to properly recognize in the financial statements the effect of expenses jointly incurred during 2005 and 2006, are still pending. As a result of this dispute, the consolidated financial statements of Express as of and for the years ended December 31, 2007, 2008 and 2009 received a qualified audit opinion, and the interim consolidated financial statements of Express as of and for the nine months ended September 30, 2009 and 2010 received a qualified review opinion from PricewaterhouseCoopers Consultores, Auditores y Compaa Limitada, Expresss independent accountants. See Note 5 to the consolidated financial statements of Express as of and for the years ended December 31, 2008 and 2009 and Note 6 to the interim consolidated financial statements of Express as of and for the nine months ended September 30, 2009 and 2010. On October 12, 2010, Alsacia sold its rights in connection with certain of these receivables from Express, which have a book value estimated by Alsacia of between U.S.$4.4 million and U.S.$5.0 million, to GPS International of Panam (Chile) S.A. (GPS International), a company under common control with Alsacia by GPS Group. In connection with the purchase of these rights, GPS International agreed to pay Alsacia U.S.$50,000, plus one percent of any amount recovered from Express. 61

Upon the completion of the Acquisition, Grupo Transportador will no longer own any equity interest in Express and Express and Alsacia will come under common control of the Principal Shareholder. At that time, we expect the Principal Shareholder will cause Alsacia and Express to settle their dispute relating to their accounts payable balances. However, the effect of any settlement on the financial statements and tax position of Express and Alsacia have not yet been determined. Any such determination could have an adverse effect on our results of operations, tax liability or financial position. We are dependent on certain outsourced services provided by third parties, and failure to properly manage these relationships could adversely impact our results of operations. We are dependent on third-party providers for certain planning, service fulfillment, control and operational information management, which we outsource to Citymovil and BIG Services SpA. Although we have contracts with these providers, we have no assurance that business interruptions will not occur or that these third parties will meet the needs of our business. If we are unable to properly manage the relationships with these third-party providers, our revenue and income may be adversely affected. Similarly, if our third-party providers do not comply with their contractual obligations or do not perform their services to our advantage, our operations may be harmed causing our revenue and results of operations to be adversely impacted. We have no effective means to ensure that these third parties will continue to perform these services to our satisfaction, in a manner satisfactory to us or the Ministry, or on commercially reasonable terms. We 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 we require, we may not be able to replace such service provider on short notice, which may have a material adverse effect on our business. Our business could suffer as a result of current or future litigation. We are and/or may in the future be subject to various legal proceedings, including claims involving arbitration. Under Chilean law, disputes with the Chilean Government, including the enforcement of any indemnification obligations, must be resolved by ordinary Chilean courts, which generally require a long time to reach resolutions. We may face litigation arising from a number of sources, including road accidents, general damages, wrongful death claims, personal injury claims and/or labor disputes. It is inherently difficult to assess the outcome of litigation matters, and we may not prevail in any litigation. Any litigation could result in substantial costs and diversion of our efforts, which by itself could have a material adverse effect on our financial condition and operating results. Further, adverse determinations in litigation could result in loss of our assets or subject us to significant liabilities to third parties. We provide a broadly used public service that is subject to intense public scrutiny, especially in the case of disruption. The majority of people in the Santiago metropolitan area use public transportation as their primary means of transportation. As a result, the Santiago public depends on public transportation providers, including Alsacia and Express, 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 our services, regardless of the cause, may create negative public sentiment toward us and therefore could have an adverse effect on us beyond that caused directly by the disruption. Labor problems and catastrophic events beyond our control may affect our operations. The operation of business could be disrupted by labor disputes or by catastrophic events such as floods, earthquakes, fires in our bus terminals or other similar events that could damage or destroy our buses and other assets, or a material portion thereof, all of which could significantly reduce our revenue or significantly increase the expense of operating, maintaining or restoring buses. Any insurance we have is subject to customary deductible and coverage limits. Accordingly, any insurance proceeds, together with any other available funds, 62

may not be sufficient to provide for the repair or replacement of any damaged or destroyed assets, and our insurance may not remain on commercially reasonable terms or at all. Although we maintain business interruption insurance, operational interruptions could adversely affect our revenue from operation or even result in termination of the Concessions. Although the major earthquake of 2010 in Chile did not materially impact Santiago or our operations, future earthquakes or other natural disasters or conditions could negatively affect our operations. Potential changes in labor legislation may increase our labor expenses. The Chilean Ministries of Labor, Finance and Treasury are currently considering changes to the statutory obligations related to employee severance payments. Existing Chilean law requires employers to make severance payments to employees who (i) have worked for longer than one year under an open-term employment contract and (ii) are terminated for corporate needs, which essentially equates to downsizing due to modernization, reductions in productivity or changes in market or economic conditions. The proposed changes, which are still under discussion and have not yet been drafted into a bill, would require severance payments regardless of the length of employment or the cause of termination. In addition, the Chilean Senates Labor Commission is currently considering an amendment to the legal definition of Company for the purposes of labor regulations. The proposed amendment would group holding entities and related company groups together with employer companies in the context of collective labor rights, including rights related to the formation of unions and collective bargaining, as well as individual labor rights, including the calculation of employer revenue for the purposes of bonus or gratification payment obligations. If adopted, each of these changes could increase our labor expenses and have an adverse effect on our results of operations. Expansion of the Metro subway could negatively affect us by reducing the number of passengers who use our buses. To the extent our bus routes overlap with the Metro subway lines, we may compete with the Metro for passengers. Therefore, expansion of the Metro subway in the areas we service may decrease the number of passengers who use our buses. In response to any such decrease in passengers, the Ministry could redesign or alter our routes and services, thereby changing the scheduled route distances and passenger capacity under our Operating Plans. Because our revenue depends in part on the number of passengers who use our buses, as well as our scheduled route distances and passenger capacity, the expansion of the Metro subway in the areas we service could have an adverse effect on our results of operations. In early 2010, Line 1 of the Metro subway was extended to the Los Dominicos station in eastern Santiago. This extension encroached on the areas serviced by Express and decreased the number of passengers on certain of Expresss routes. In addition, Line 5 of the Metro subway has been extended to the Plaza de Maip station in southwestern Santiago, and extensions of Lines 3 and 6 of the Metro subway have recently been announced. Each of these extensions is expected to encroach on areas serviced by both Alsacia and Express. While our Concession Agreements give us the right to be compensated for reductions in our revenue caused by the expansion of public transportation, and the Ministry has partially compensated us for the actual and anticipated decreases in passengers caused by the extensions of Lines 1 and 5 by granting us five of the bus routes formerly serviced by Trunk Line 3 (Troncal Tres) of Transantiago, the degree and timing of compensation required by the Concession Agreements is unclear. As a result, we cannot assure you that any such compensation by the Ministry will be adequate, complete or timely. We are awaiting final approval of the required permits to operate some of our terminals. Currently, partial or provisional authorizations have been issued for four of Alsacias five required bus terminals (namely, Huechuraba, Renca, Puente Alto and Pealoln) and for all four of Expresss required bus 63

terminals (namely, Pudahuel, Pajaritos, Maip and La Reina). For Alsacias Maip terminal, the authorizations are currently pending. Partial or provisional authorizations do not meet the requirements of the Concession Agreements, and, therefore, we could be fined up to UF 200 for every 30 days during which we operate without final and full authorizations. Under Chilean law, such fines may be enforced for up to six months from the date of the infraction. In addition to generating potential financial liability, the lack of permits could give the Ministry the right to terminate the Concessions if we accumulate UF 6,000 in fines within a 12 month period. As of the date of this Offering Memorandum, we have never been fined based on the lack of final and full authorizations in connection with our terminals. Moreover, the amendments to our Concession Agreements, dated March 5, 2010, include a provision that would make partial or provisional authorizations sufficient under the Concession Agreements. Nevertheless, these amendments have not yet received the requisite approval and are therefore not currently in force. See Risk FactorsRisks Relating to the ConcessionsThe most recent amendment to the Concession Agreements has not yet received the necessary approval from the General Comptroller of the Republic. and The ConcessionsMarch 2010 Concession Amendments. Accidents and vandalism to our assets could affect us. Our assets, including primarily our buses and bus terminals, play an integral part in our business. As they travel throughout the Santiago metropolitan area, our buses may be damaged by accidents or vandalism. Such accidents or vandalism may lead to downtime for affected buses and require us to repair any damages, which may require cash expenditures given that many of these repairs may not be covered by our customary insurance policies or may be subject to deductibles, all of which could adversely affect us. Changes to certain liability laws or insurance cost increases could have a material adverse impact on us. As an operator of buses, we are exposed to claims for personal injury or death and property damage as a result of accidents. We 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 our employees, including those arising out of assault and other wrongdoings. In the fiscal year 2009, expenses relating to insurance accounted for 0.9% and 1.3% 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 us or require us to contract insurance at greater expense. The amount of our insurance coverage may need to be increased, bus insurers may reduce their coverage or increase their premiums significantly, and we may be forced to bear substantial losses from accidents that exceed our coverage. Our liability insurance may be insufficient to cover a judgment against us in a claim for personal injury or death. Damages in claims for personal injury or death are not subject to statutory caps in Chile. As a result, a judgment against us for a claim of personal injury or death may exceed the coverage of our liability insurance and could subject us to substantial, or even catastrophic, financial liability. Our taxes paid to the Chilean Government could increase. We pay the general income tax of 17%, which is applicable to all corporations. As part of the measures taken by the Chilean Government to deal with effects caused by the earthquake, which took place in February 2010, a legislative bill was recently passed that temporarily increased this tax rate for the years 2011 and 2012 to 20% and 18.5%, respectively. These temporary tax increases adversely affect us, as could any additional tax increases in the future. 64

We are required to change our accounting standards from Chilean GAAP to IFRS and, as a result, some of our financial statements will not be easily comparable from period to period. Pursuant to the terms of our Concession Agreements and current SVS regulations, we must adopt IFRS accounting standards, as adopted by the International Accounting Standards Board, for the period beginning January 1, 2011. Currently we prepare our financial statements in Chilean pesos in accordance with Chilean GAAP, as required by Chilean regulations. We expect that out results reported under IFRS will be in Chilean pesos. IFRS differs in certain significant respects from Chilean GAAP. See Appendix A for a description of the principal differences between Chilean GAAP and IFRS as they relate to us and our consolidated subsidiaries. The lack of comparability of our financial statements for future periods may make it difficult to gain a full and accurate understanding of our operations and financial position. Risks Relating to the Concessions Transantiago has experienced serious problems in the past and continues to experience problems that could threaten the long-term viability of the system. A series of problems with the planning, design and implementation of Transantiago initially led to long passenger delays, a lack of sufficient routes and buses, overcrowding of bus stops and the Metro subway and failings of the passenger payments system. These factors, as well as the Chilean Governments failure to effectively communicate with the public regarding changes in routes and the system in general, led to a poor initial reception of Transantiago. 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. While many of the systems original problems have been resolved or mitigated, Transantiago continues to run at a significant deficit and public approval remains relatively low. To the extent they are not offset by Chilean Government subsidies or other funding, Transantiagos deficits have a direct negative impact on our revenue, and low public approval of Transantiago could lead to legislative changes that alter our rights under the Concession Agreements and/or modify the transportation system as a whole, either of which could also adversely affect us. Our revenue under the Concession Agreements is limited to funds received by the AFT. Our Concession Agreements contain revenue formulas that are used by the AFT to calculate our revenue on a monthly basis. However, our 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 our Concession Agreements and the amount held for payment to us by the AFT, we are limited to the amount held by the AFT and have no recourse to recover any deficiency. See The ConcessionsAFT PaymentsFlow of Funds and Payment Priority. Transantiago relies on a subsidy from the Chilean Government. Since 2007, a significant portion of Transantiagos revenue, and consequently our revenue, has been subsidized by the Chilean Government through supplemental payments to the AFT, which, in turn, are paid to us and the other bus concessionaires. Subsidy payments made by the Chilean Government to Transantiago totaled Ch$151,960 million from June through December of 2007, Ch$361,092 million in 2008, Ch$359,172 million in 2009 and Ch$255,339 million for the nine months ended September 30, 2010, which comprised 42%, 50%, 49% and 45% of the total costs to support Transantiago during those respective periods. Without these subsidies, the cash flows into the AFT from passenger fares alone would be insufficient to pay all amounts owed to us under our Concession Agreements. 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 Ch$115,000 million per year into Transantiago to cover any shortfalls. In addition, from 2010 to 2014, in the 65

event of annual shortfalls exceeding Ch$115,000 million, the Chilean Government is authorized to pay an additional subsidy of up to a total over the five years of Ch$549,598 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 Ch$61,997 million for each of the years 2011 through 2013 and an additional Ch$30,998 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. Apart from Laws Number 20,378 and 20,468, we 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 and 20,468 could be amended or revoked by the Chilean Congress. The most recent amendment to the Concession Agreements has not received the necessary approval from the General Comptroller of the Republic. The March 5, 2010 amendments to the Concession Agreements have been agreed upon and approved by us and the Ministry. However, the consent given by the Ministry is subject to legal review by the General Comptroller of the Republic of Chile (the General Comptroller of the Republic) and, therefore, it is not enforceable until such approval is received. Despite the over 10 months that have passed since we and the Ministry executed the March 5, 2010 amendments, the General Comptroller of the Republic has not yet approved these amendments and we have not received any indication regarding a timetable for the General Comptrollers review or approval. The General Comptroller of the Republic has the authority to object to the Ministrys approval if the Ministry did not meet all of the legal requirements governing the decision. If the General Comptroller of the Republic objects to the amendment, the amendment cannot be enforced until it is corrected in accordance with the instructions of the General Comptroller of the Republic and we would not receive the benefits provided by such amendment. In addition, the terms of a corrected amendment may be substantially different than the terms of the current amendment, and any such differences could negatively affect our future revenue. The Chilean Government regulates the price of Transantiago passenger fares. We do not control the ultimate pricing of our services to passengers. Transantiago passenger fares are regulated and periodically set by a panel of experts (Panel de Expertos) appointed by the Ministry. The panel of experts most recently changed the price of Transantiago passenger fares on January 14, 2011, increasing the basic bus fare from Ch$500 to Ch$520. This increase and any future fare increases may reduce the number of passengers that travel on our buses. In addition, an increase in fare prices may increase the percentage of evasion, or riding without validation, on our buses. For these reasons, our inability to regulate our prices could adversely affect us. The Ministry has the authority to make certain changes to the services we provide and the measurement of our performance under the Concession Agreements, and a change in the leadership of the Ministry makes it more difficult for us to predict how the Ministry will exercise its authority in the future. The Concession Agreements authorize the Ministry to unilaterally make certain changes to the services we provide under the Concession Agreements, and the recent appointment of a new Minister of Transportation and Telecommunications, Pedro Pablo Errzuriz, on January 16, 2011 makes it more difficult for us to predict how the Ministry will exercise its discretionary authority in the future. Although we are entitled to compensation under the Concession Agreements for such changes, the compensation may be insufficient to offset increased costs. The Ministry may, among other things: modify the permitted passenger capacities and frequency of our bus services; temporarily modify operating schedules by requiring additional daily services; 66

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 us to use certain types of buses within our fleet for specific routes.

In addition, pursuant to Article 3 of Law No. 20,378, the Ministry has regulatory authority to modify the calculation of our performance under the Concession Agreements, specifically with respect to the Service Fulfillment Ratio, which directly affects our revenue. In December 2010, the Ministry modified the calculation of the Service Fulfillment Ratio, which calculates performance for each half hour of bus service, to eliminate the offsetting of deficient performance during a half-hour period on any route with excessive performance at other times or on other routes. This modification has made and may continue to make the Service Fulfillment Ratio a more stringent measure of performance, and it, as well as any future modifications by the Ministry, may have a negative effect on our revenue if we are unable to adjust our performance accordingly. 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 our rights under the Concession Agreements. Currently, there is a bill before the Chilean Congress that is intended to modify and improve the legal framework of public transportation subject to concessions, including Transantiago. Among the proposed modifications applicable to Transantiago are the following: a general increase in the Ministrys surveillance powers in connection with the concessionaires performance; an increase in the Chilean Governments powers in connection with the concessionaires agreements with the Ministry, particularly in terms of their unilateral modification; the establishment and regulation of bankruptcy as grounds for the termination of concessions; and the implementation of grounds and methods of appointing a provisional administrator of any concessionaire in order to assure the continuity of service. The bill also provides that the Ministry may unilaterally terminate the Concession Agreements for a period of three years following the date of the proposed laws publication in the Official Gazette of Chile. While the bill acknowledges that such termination would be an expropriation requiring compensation by the Chilean Government, any such compensation may be insufficient to offset the loss of our Concessions. The Chilean Senate approved this bill on January 11, 2011 and forwarded it to the House of Representatives for further review. Our business relies on certain Chilean Government-managed services and infrastructure that may not be available as expected. Our future financial performance will depend on the performance of the obligations under the Concession Agreements by the Ministry and other participants in Transantiago that are responsible for infrastructure improvements intended to maximize the use of the bus fleets. Specifically we are relying 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 by 2013 including dedicated bus lanes and bus stops; and the provision, by the Ministry, of a system for the effective prosecution of fare evasion by passengers. 67

We are subject to a wide range of governmental regulation and we cannot predict how the specific regulations governing our business will be applied. We 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, we are specifically subject to laws and regulations regarding emissions from our buses, the handling of diesel fuel and the cleanup of fuel spills. In addition, although we are not a publicly held company, the Concession Agreements require our subjection 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 our business. Many of the laws, regulations and instruments that regulate our business were adopted or became effective during the last five years. Therefore, there is only a limited history that would allow us to predict the impact of these legal requirements on our operations. In addition, although Chilean law sets forth ranges of sanctions that might be imposed should we fail to comply with the terms of the Concession Agreements, Chilean transportation regulations, or any other applicable law, we cannot predict the actual sanctions that are likely to be assessed for a given violation. We may encounter difficulties in complying with these laws, regulations and instruments. Moreover, the laws and regulations governing our business, or the interpretation or application of such laws and regulations, may change in the future. 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 us to make material expenditures or impose new liabilities on us, thereby having an adverse effect on us and affecting our ability to meet our obligations under the Notes. Our Concession Agreements expire on October 22, 2018 and may not be extended without the consent of the Ministry. The term of our Concession Agreements is scheduled to expire on October 22, 2018, subject to an extension of up to 18 months, as determined under the terms of the Concession Agreements, if expected revenue, as defined in the Concession Agreements (Valor Actualizado de los Ingresos Esperados), is not achieved. Such an extension would require an amendment of the Concession Agreements and would be subject to legal review before the General Comptroller of the Republic. Without the approval of the General Comptroller of the Republic for such an amendment, our Concessions would end. The Concession Agreements can be terminated prior to expiration by the Chilean Government in certain circumstances. Our principal asset is our contractual right under the Concession Agreements to operate two of the five main trunk lines of Transantiago, which together run across the 10 zones in Santiago. The Chilean Government may unilaterally terminate the Concessions prior to expiration in certain circumstances under the Concession Agreements, including, among others, poor performance by us relative to predetermined performance objectives, default under our performance bonds, accumulation of more than UF 6,000 in fines paid in a period of 12 months, or submission of inaccurate records when such action affects the economic or operating conditions of the Concession. In the case of the termination of the Concession Agreements as a result of our default under the terms of such agreements and the expiration of any applicable notice and cure periods, we would be obligated to continue operating under the Concessions at the discretion of the Ministry for up to 18 months, during which period we would be compensated under the terms of the Concession Agreements and the performance bonds granted by us pursuant to the Bidding Guidelines would remain unexecuted. However, thereafter, we would not be entitled to compensation from the Chilean Government or otherwise, other than payment for our buses, terminals and equipment by any successor concessionaire, and the performance bonds granted by us pursuant to 68

the Bidding Guidelines would be executed as matter of liquidated damages. For a discussion of the performance bonds required by the Bidding Guidelines, see The ConcessionsPerformance Bonds. Because under these circumstances we would no longer receive revenue, we would be unable to meet our payment obligations under the Notes. The Ministry has the power to apply discounts and fines to our payments if we fail to fully perform under the Concession Agreements. The Ministry is authorized to apply discounts and/or fines to our payments under the Concession Agreements and/or the subsidy if we fail to fully perform under the Concession Agreements and related Operating Plans. Any discounts and/or fines imposed on us by the Ministry could adversely affect us and affect our ability to meet our obligations under the Notes. The Concession Agreements allow the Ministry to make discounts for the portion the Service Fulfillment Ratio, which measures our performance under the Concession Agreements, that is below 100%. The detailed methodology of calculation of the Service Fulfillment Ratio has changed over time as the Ministry has improved its technological capacity to more accurately measure operators service fulfillment, and the Ministry has the right to introduce additional changes in the future. Although we have been able to adapt to measurement changes in the Service Fulfillment Ratio in the past, we may be unable to adapt to future changes, and such changes could negatively affect our financial performance. See The ConcessionsConcession RevenueRevenue Formulas historical Service Fulfillment Ratios and a description of how the Service Fulfillment Ratio applies to our revenue. The Concession Agreements also provide for discounts related to other two service quality indices, the ICF and the ICR, for which our revenue is regularly discounted. In addition, the Ministry may impose fines on us under the Concession Agreements for other service quality tests, such as bus cleanliness. The number and amount of such discounts and fines imposed on us could increase in the future, and any such increase could adversely affect us. Our business is 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 these peak periods could have a material adverse effect on us. 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 will also affect our quarterly results of operations and the comparison of our quarterly results. Risks Relating to Chile Our growth and profitability depend on political and economic stability in Chile. All of our revenue is derived from our operations in Chile. Accordingly, our 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. Future developments in or affecting Chiles political or economic stability, including economic or political instability in other emerging markets, may result in material and adverse effects on our business, financial condition or results of operations and in the market value of the Notes. Our 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, over which we have no control. Our business performance is subject to changes in the value of the Chilean peso. Substantially all of our revenue and operating expenses have been denominated in Chilean pesos, except for our existing debt, most of which is denominated in U.S. dollars. Because of the denomination of our assets 69

and liabilities, historically, a decrease in the Chilean peso/U.S. dollar exchange rate resulted in foreign exchange rate differences that were gains on our income statement. Conversely, increases in the exchange rate resulted in foreign exchange rate differences that were losses on our income statement. We expect to repay our existing debt referred to above with the proceeds of the Notes offered hereby, which will also be payable in U.S. dollars. In conjunction with this offering, we intend to purchase certain call options on U.S. dollars, which will be designed to hedge against future appreciation of the U.S. dollar against the Chilean peso. See discussion below under Managements Discussion and Analysis of Financial Condition and Results of Operations for Alsacia and ExpressQuantitative and Qualitative Disclosures About Market and Operating RisksExchange Rate Hedge. In addition, our Concession revenue is adjusted based on changes in the Cost Index, which is a weighted average of several macroeconomic indicators and commodity prices, including the Chilean peso/U.S. dollar exchange rate, which comprises 11% and 2.2% of the Cost Index for Alsacia and Express, respectively. As a result, we expect that changes in the Chilean peso/U.S. dollar exchange rate will cause our revenue to change in a similar proportion. 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, 2010, the value of the Chilean peso relative to the U.S. dollar has fluctuated between a low of Ch$431 per U.S.$1.00 and a high of Ch$677 per U.S.$1.00, based on Observed Exchange Rates. During the twelve months ended December 31, 2010, the value of the Chilean peso relative to the U.S. dollar appreciated approximately 8.1%, in real terms. See Exchange Rates. Our business 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 us. We were required under Chilean GAAP to restate non-monetary assets and liabilities, Unidades de Fomento (a daily indexed Chilean peso-denominated monetary unit that takes into account the effect of the Chilean inflation rate), foreign currency-denominated monetary assets and liabilities, shareholders equity and income and expense accounts to reflect the effect of variations in the purchasing power of the Chilean peso during each accounting period. Chilean peso-denominated monetary assets and liabilities were not restated because they were presented at their purchasing power as of the date of the balance sheet. The net effect of the increase or decrease in net purchasing power, calculated as described above, is included in our financial statements under price-level restatements, which is included in net income. Historically, substantially all of our revenue, expenses, assets and liabilities have been denominated in Chilean pesos, other than our U.S. dollar denominated debt. As a result, inflation in the value of the Chilean peso has generally resulted in price-level restatements that are gains on our income statement, while deflation in the value of the Chilean peso has generally resulted in price-level restatements that are losses on our income statement. Beginning on January 1, 2011, we will report our financial statements in accordance with IFRS rather than Chilean GAAP. Under IFRS, we will no longer restate our financial statements to reflect variations in the purchasing power of the Chilean peso and we will no longer recognize price-level restatements. See Appendix A for a description of the principal differences between Chilean GAAP and IFRS as they relate to us and our consolidated subsidiaries. Although we will no longer recognize these variations in our financial statements, inflation or deflation of the Chilean peso will have a real impact on the purchasing power of our net assets. Chile has experienced high levels of inflation in the past, which could materially and adversely affect the Chilean economy or our business if continued in the future. The rate of inflation as measured by changes in the official consumer price index is reported by the INE. Inflation for 2007 and 2008 were 7.8% and 7.1%, respectively. In 2009, Chile experienced deflation of 1.4%. Accumulated inflation for the first nine months of 2010 was 2.2%. Our Concession revenue formulas are also partially dependent on the level of inflation or deflation in Chile. The cost indices applied to the revenue formulas of Alsacia and Express are based 18% and 27%, respectively, on changes in the level of inflation or deflation in the Chilean peso. As a result, our revenue and overall performance could be affected by inflation of the Chilean peso. 70

Chile has corporate disclosure and accounting standards that differ from what holders may be familiar within the United States. The accounting, financial reporting and securities disclosure requirements in Chile differ from those in the United States. Accordingly, the information about us available to you will not be the same as the information available to investors in a U.S. company. Pursuant to the terms of our Concession Agreements, we are required to report our consolidated financial statements in accordance with IFRS for the fiscal year beginning January 1, 2011 and subsequent fiscal years thereafter. See Appendix A for a description of the principal differences between Chilean GAAP and IFRS as they relate to us and our consolidated subsidiaries The securities laws of Chile have as a principal objective promoting 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. Risks Relating to the Notes after the Escrow Closing Date We may not be able to generate sufficient cash flows to meet our debt service obligations, and our high level of indebtedness could adversely affect our financial condition and impair our ability to fulfill our obligations under the Notes. We are highly leveraged and have virtually no equity. Our ability to make payments on our indebtedness, including the Notes, to fund the Accounts and to fund planned capital expenditures will depend on our ability to generate cash from our operations in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Our business may not generate sufficient cash flows from operations and future sources of financing may not be available to us in an amount sufficient to enable us to pay our indebtedness, including the Notes, or to fund our other liquidity needs. Upon completion of this offering, Alsacia and Express will have Ch$224,414 million and Ch$95,600 of indebtedness, respectively, on an as adjusted basis as of September 30, 2011, and during the first year following this offering, we do not expect to have excess cash flows available to pay any unanticipated obligations. See Capitalization. Our level of indebtedness may have important negative effects on our future operations, including: impairing our ability to obtain additional financing in the future (or to obtain financing on acceptable terms) for working capital, capital expenditures, acquisitions or other general corporate purposes or to repurchase the Notes from you upon a change of control; making it difficult for us to refinance or restructure our indebtedness on commercially reasonable terms, or at all; requiring us to dedicate a substantial portion of our cash flow to the payment of principal and interest on our indebtedness, which reduces the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes; increasing the possibility of an event of default under the financial and operating covenants contained in our debt instruments; and limiting our ability to adjust to rapidly changing market conditions, reducing our ability to withstand competitive pressures and making us more vulnerable to a downturn in general economic conditions or our business than our competitors with less debt. 71

If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required to refinance all or a portion of our debt, including the Notes, or to obtain additional financing. However, refinancing may not be possible and any additional financing may not be obtainable. If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional equity or reducing or delaying capital expenditures and investments. We may not be able to take these actions, if necessary, on commercially reasonable terms, or at all. In these circumstances, and due to our high levels of indebtedness, there may not be interested acquirers for the pledged shares upon foreclosure. We and the Guarantors may incur more debt, which could exacerbate the risks associated with our indebtedness. Although the Indenture governing the Notes contains restrictions on the incurrence of additional senior, unsubordinated debt, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. Also, these restrictions do not prevent us or the Guarantors from incurring obligations that do not constitute debt as defined in the Indenture. If new debt is added to the current indebtedness levels, the related risks that we now face could intensify. We will make all determinations and calculations under the Indenture and there will be no third independent party to review or verify them. Pursuant to the Indenture, there will be no third party engineer to confirm the calculations made by us or to analyze and check the estimations required thereunder. For example, we are required to prepare different budgets relating to O&M Costs, Overhaul Costs and CAPEX Costs and furnish a copy thereof to the Trustee and the holders of Notes. However, no third independent party will analyze the estimations and forecasts used by us in the preparation thereof. In addition, we are required to calculate certain forward looking DSCR ratios to incur Senior Indebtedness and make Restricted Payments, which will not be verified by a third independent party. Therefore, such calculations, estimates and forecasts will lack a third independent party verification. Certain funds will not be required to be deposited in the Revenue Account and/or will not be subject to the order of priority set forth in the Indenture. We will cause to be deposited directly into the Revenue Account all amounts that we 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 we shall receive from the AFT in respect of the Concessions. However, certain funds will not be required to be deposited in the Revenue Account and/or will not be subject to the order of priority set forth in the Indenture. For example, cash proceeds from any Debt permitted to be incurred under the Indenture in connection with Vendor Financings will be applied to purchase buses for the Bus Network and Permitted Investments funded with Subordinated Indebtedness incurred by the Issuer or any Guarantor as contemplated in clause (g) of the definition of Permitted Investments will be applied as set forth therein. See Description of Notes and Finance AgreementsTreatment of FundsDeposits of Funds to and Distribution of Funds from the Revenue Account. Since these and other funds will not be required to be deposited in the Revenue Account and/or will not be subject to the order of priority set forth in the Indenture, there could be less funds available to repay the Notes or make designated payments under the Indenture. Restrictive covenants in the Indenture governing the Notes may restrict the manner in which we can operate our business. The Indenture governing the Notes requires us and our subsidiaries to meet certain financial ratios and tests and contains covenants limiting, among other things, our ability and the ability of certain of our restricted subsidiaries to: incur additional senior, pari passu or subordinated indebtedness; 72

pay dividends on our capital stock or redeem, repurchase or retire our capital stock or subordinated indebtedness; make restricted payments; guarantee debts; create liens; create any consensual limitation on the ability of our restricted subsidiaries to pay dividends, make loans or transfers property to us; engage in sale-leaseback transactions; engage in transactions with affiliates; sell assets, including capital stock of our subsidiaries; and consolidate, merge or transfer assets.

These restrictions could impair our ability to respond to certain business opportunities or to make certain investments. See Description of Notes and Finance AgreementsNegative Covenants of the Issuer and the Guarantors. Instruments governing any other debt that we may obtain will likely also contain affirmative and negative covenants. The instruments governing our debt, including the Notes offered hereby, contain cross-default provisions that may cause all of the debt issued under those instruments to become immediately due and payable as a result of a default under an unrelated debt instrument. Our failure to comply with the obligations contained in the indenture or other instruments governing our indebtedness or to obtain certain waivers could result in an event of default under the applicable instrument, which could result in the related debt and the debt issued under other instruments becoming immediately due and payable. In that event, we would need to raise funds from alternative sources, which may not be available to us on favorable terms, on a timely basis or at all. Alternatively, a default could require us to sell our assets and otherwise curtail operations in order to pay our creditors. We may not have the ability to repurchase the Notes upon a change of control as required by the indenture. Upon the occurrence of a change of control (as defined in the indenture), we will be required to offer to purchase all outstanding Notes at 101% of their principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of repurchase. We may not have sufficient funds to repurchase all of the Notes. In addition, we may be prohibited by future debt facilities from repurchasing any of the Notes unless the lenders thereunder consent to the repurchase. Our failure to repurchase the Notes would be a default under the indenture governing the Notes. A default under the indenture could result in an event of default under our other indebtedness if the default relates to a payment default or the holders of the Notes were to accelerate the debt under our Notes. If the foregoing occurs, we may not have enough assets or liquidity to satisfy all obligations under the indenture governing the Notes and any other indebtedness that is accelerated. Upon the occurrence of a termination event or occurrence of any expropriatory action, the Notes will be redeemed. Upon the occurrence of a Termination Event or any Expropriatory Action, to the extent of the Expropriation Compensation received, we will be required to redeem the Notes prior to maturity, in whole or, to 73

the extent of available funds, in part, at an amount equal to the principal amount of such Notes, plus interest on such principal amount accrued through the redemption date, plus Additional Amounts, if any, payable in respect of such Notes. Upon such a redemption, you may not be able to reinvest the proceeds from the redemption in an investment that yields comparable returns. Moreover, you may suffer a loss on your investment if you purchase the Notes at a price greater than the redemption amount of the Notes. See Description of Notes and Finance AgreementsRedemptionMandatory Redemption. The Notes are denominated in U.S. Dollars, while payments received under the Concessions denominated in Chilean pesos, which could expose us to foreign currency risks. We will be exposed to fluctuation and volatility in the Chilean peso/U.S. dollar exchange rate because our payment obligations under the Notes will be denominated in U.S. dollars while our receipts under the Concession Agreements will be denominated in Chilean pesos. Our service of U.S. dollar denominated debt is partially protected from exchange rate fluctuation by the revenue formula contained in the Concession Agreements, which adjusts our Concession revenues based in part on the Chilean peso/U.S. dollar exchange rate, as described under Managements Discussion and Analysis of Financial Condition and Results of Operations for Alsacia and ExpressQuantitative and Qualitative Disclosures About Market and Operating RisksMarket and Operating Risks and The ConcessionsConcession RevenueRevenue Formulas. As an additional mitigant, on the Escrow Closing Date, Alsacia expects to enter into the Capped Call Options described under Managements Discussion and Analysis of Financial Condition and Results of Operations for Alsacia and ExpressQuantitative and Qualitative Disclosures About Market and Operating RisksExchange Rate Hedge. However, the Capped Call Options will not provide a complete hedge against Chilean peso/U.S. dollar exchange rate fluctuations, and could fail to provide us with sufficient protection in the event of large movements in the Chilean peso/U.S. dollar exchange rate. If the Chilean peso/U.S. dollar exchange rate is less than the strike price of the options, the Capped Call Options will provide no protection from fluctuation in the exchange rate until it exceeds the strike price. If the Chilean peso/U.S. dollar exchange rate exceeds the cap rate of the Capped Call Options, then the payments received by Alsacia under the Capped Call Options would be insufficient to protect us completely from fluctuations in the Chilean peso/U.S. dollar exchange rate. If the Hedge Counterparty under the Capped Call Options fails to meet its payment obligations thereunder in a timely manner or at all, then we may have insufficient funds to make payments due under the Notes in a timely manner or at all. Accordingly, the Capped Call Options will not fully protect us from any adverse effects of fluctuation and volatility in Chilean peso/U.S. dollar exchange rate, which historically has experienced periods of significant volatility. If we fail to make timely payments of amounts due under the Capped Call Options (subject to any applicable grace period), or if any other event of default or termination event occurs thereunder, the Capped Call Options may be terminated. There are a number of other circumstances in which the Capped Call Options may terminate. Further, Hedge Counterparty is only obliged to make payments to Alsacia under the Capped Call Options as long as and to the extent that Alsacia complies with its obligations (subject to any applicable grace periods) under the Capped Call Options (and no other event of default or termination event under the Capped Call Options has occurred and is continuing with respect to us). If either (i) the Capped Call Options terminate, (ii) the Hedge Counterparty is not obliged to make payments under the Capped Call Option or (iii) the Hedge Counterparty defaults in its obligations to make payments of amounts in U.S. dollars equal to the full amount to be paid to Alsacia on each payment date under the Capped Call Option, we will have greater exposure to changes in the Chilean Peso/ U.S. dollar exchange rate. Following the termination of the Capped Call Options, unless a replacement hedging transaction is entered into, Alsacia may have insufficient funds to make payments under the Notes. If the Capped Call Options terminate, there can be no assurance that Alsacia will be able to find a replacement hedge provider which has sufficiently high ratings as may be required by any of the Rating Agencies and which agrees to enter into a replacement hedge arrangement. Consequently, we will be fully exposed to fluctuations in the Chilean peso/U.S. dollar exchange rate and our ability to make payments under the Notes may be adversely affected. 74

We may not be able to make payments in U.S. dollars. Under current Chilean laws and Chilean Central Bank regulations, international bond issuances are no longer required to be registered with the Chilean Central Bank and, therefore, we will not have guaranteed access to the Formal Exchange Market for payment of interest and principal on the Notes in U.S. dollars. However, we are permitted to purchase U.S. dollars or use any U.S. dollar reserves we may have to make payments of interest and principal on the Notes. While the Chilean Government does not currently restrict the ability of Chilean or foreign persons or entities to convert Chilean pesos to foreign currencies, or to U.S. dollars in particular, it could do so in the future. Any restrictive exchange control policy could prevent or restrict our access to U.S. dollars to meet our U.S. dollar obligations and could also have a material adverse effect on us. We cannot predict the impact of any such restrictive measures on the Chilean economy. The Notes are a new issue of securities for which there is currently no public market and you may be unable to sell your Notes if a trading market for the Notes does not develop. The Notes have not been and will not be registered with the SEC and are being offered and sold only to qualified institutional buyers within the meaning of Rule 144A under the Securities Act and in offshore transactions to persons other than U.S. persons pursuant to Regulation S under the Securities Act. The Notes will constitute a new issue of securities with no established trading market and will be subject to the restrictions on transfer described under Notice to Investors. In addition, the Notes have not been registered with the SVS and may not be offered or sold publicly, or otherwise be the subject of brokerage activities in Chile. We have applied to list the Notes on the Official List of the Luxembourg Stock Exchange and to trade on the Euro MTF market of the Luxembourg Stock Exchange. However, there is a possibility that the application may not be accepted and an active trading market for the Notes may not develop or be sustained. If a trading market does not develop or is not maintained, the value of the Notes may be adversely affected and holders of the Notes may experience difficulty in reselling the Notes or may be unable to sell them at all. The liquidity of any market for the Notes will depend on the number of holders of the Notes, the interest of securities dealers in making a market in the Notes, prevailing interest rates, our operating results, prospects for other companies in our industry, the market for similar securities, risks associated with Chilean issuers of similar securities and other factors. If an active trading market does not develop, the market price and liquidity of the Notes may be adversely affected. If the Notes are traded, they may trade at a discount from their initial offering price depending upon prevailing interest rates, the market for similar securities, general economic conditions, our performance and business prospects and other factors. The Notes are subject to certain transfer restrictions. The Notes are being offered in reliance upon an exemption from registration under the Securities Act. Therefore, the Notes may be transferred or resold only in a transaction registered under or exempt from the registration requirements of the Securities Act and in compliance with any other applicable securities law. See Transfer Restrictions. We may form subsidiaries which will not guarantee the Notes, and claims under the Notes will be structurally subordinated to claims of creditors of such subsidiaries. Under the Indenture governing the Notes and subject to certain limitations, we can form subsidiaries with equity or Subordinated Debt proceeds as a Permitted Investment, which subsidiaries will not guarantee the Notes. Such subsidiaries may be granted concessions by the Chilean Government or carry out services in connection with our concessions, and their operations may be subject to substantial risks. In the event of a bankruptcy, liquidation or reorganization of any of such subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. 75

The market valuation of the Notes may be exposed to substantial volatility and may be affected by developments in emerging markets other than Chile. A real or perceived economic downturn or higher interest rates could cause a decline in the trading value of the Notes, and of debt instruments generally, and thereby negatively impact the market for debt instruments, and more specifically, the Notes. Because the Notes may be thinly traded, it may be more difficult to sell and accurately value the Notes. In addition, as has been evident of late in the recent turmoil in the global financial markets, the present economic slowdown and the uncertainty over its breadth, depth and duration, the entire bond market can experience sudden and sharp price swings, which could be exacerbated by large or sustained sales by major investors in the Notes, a high-profile default by another issuer, movements in indices tied to debt securities or other related securities or investments, or simply a change in the markets perspective regarding debt securities. Moreover, if one of the major rating agencies lowers our credit rating or the rating for the Notes, the market price of the Notes will likely decline. In addition, the market value of securities of other Chilean companies has, to varying degrees, been affected by economic and market conditions in other Latin American countries and emerging market economies in other parts of the world. Although economic conditions in those countries may differ significantly from economic conditions in Chile, investors reactions to developments in any of these other countries may have a material adverse effect on the market value of the Notes. The obligations under the Notes will be subordinated to certain statutory liabilities. Under Chilean bankruptcy law, the obligations under the Notes are subordinated to certain statutory preferences. In the event of liquidation, the statutory preferences, including claims for salaries, wages, secured obligations, social security, taxes and court fees and expenses, will have preference over any other claims, including claims by any investor with respect to the Notes. Holders of Notes may find it difficult to enforce civil liabilities against us or our directors, officers and controlling persons. We are organized under the laws of Chile and our principal place of business (domicilio social) is in Santiago, Chile. Most of our directors, officers and controlling persons reside outside the United States. In addition, all or a substantial portion of our assets are located outside the United States. As a result, it may be difficult for holders of Notes to effect service of process within the United States on those persons or to enforce judgments against them, including in any action based on civil liabilities under the U.S. federal securities laws. Based on the opinion of our Chilean counsel, there is doubt as to the enforceability against those persons in Chile, whether in original actions or in actions to enforce judgments of U.S. courts, of liabilities based solely on the U.S. federal securities laws. See Enforcement of Civil Liabilities. Payments of interest or premium, if any, under the Notes by the Issuer are subject to withholding taxes and may also be subject to certain additional tax in Chile. Under current Chilean law and regulations, payments of interest or premium, if any, to holders of the Notes that are not residents of Chile for purposes of Chilean taxation generally will be subject to a Chilean withholding tax at a rate of 4.0%. Subject to certain exceptions, we will pay Additional Amounts so that the amount received by the holder after the Chilean withholding tax will equal the amount that would have been received if the withholding taxes had not been applicable. The interest or premium, if any, paid on the Notes may also be subject to a special additional tax in Chile equal to the difference between the withholding tax paid and a 35% tax rate to the extent paid on the portion of our indebtedness considered to be excessive. Our indebtedness will be considered to be excessive when in the commercial year in which the Notes are issued we have an indebtedness with entities related to us qualifying for the 4% withholding tax rate that exceeds three times our net worth, as calculated for Chilean tax 76

purposes. Based on advice from our tax advisor, we believe that the lender or creditor with respect to the Notes for this purpose is the holder of record of the Global Note, and as a result, the interest or premium paid on the Notes should not be subject to this special additional tax. However, since there have been no rulings on the issue, there is no assurance that the taxing authorities would agree with our position. If our position is successfully challenged by taxing authorities, payments in respect of the Notes could become subject to the special additional tax described above, which could have a materially adverse impact on our ability to make payments under the Notes. If certain changes to tax law were to occur, we would have the option to redeem the Notes. The Notes are redeemable at our option in whole (but not in part), at any time at the principal amount thereof plus accrued and unpaid interest and any Additional Amounts due thereon if, as a result of changes in the laws or regulations after the date of this prospectus affecting Chilean taxation, we become obligated to pay Additional Amounts with respect to interest on the Notes such that the total rate of withholding or deduction applicable on such Notes is in excess of 4.0%. We are unable to determine whether an increase in the withholding tax rate will ultimately be presented to or enacted by the Chilean Congress. See Description of Notes and Finance AgreementsRedemptionRedemption Solely for Tax Reasons. Our equityholder may take actions that conflict with your interests. Upon completion of the Escrow Closing Date, the sole equityholder of Alsacia will be GPS Group. At that time, GPS Group will have the right to designate members of Alsacias board of directors and/or its officers. See BusinessOur HistoryRestructuring, Management and Principal Shareholders. Our board of directors has the authority, subject to the terms of our debt, to issue additional indebtedness or equity, implement equity repurchase programs, declare dividends and make other such decisions about our equity. In addition, the interests of GPS Group could conflict with your interests. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of GPS Group might conflict with your interests as a holder of the Notes. GPS Group may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in its judgment, could enhance its equity investments, even though such transactions might involve risks to you, as holders of the Notes. Credit ratings may not reflect all risks, are not recommendations to buy or hold securities and may be subject to revision, suspension or withdrawal at any time. One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. Changes in credit ratings issued by nationally recognized statistical rating organizations could adversely affect us and have an adverse effect on the market price of the Notes. Risks Relating to the Collateral 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 Notes which we refer to as the Collateral Documents, will be 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 77

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 order to foreclose the collateral as a consequence of an event of default under the Indenture, a Chilean court will require a final and conclusive judgment for the payment of money rendered from a U.S. court and the courts of Chile will enforce such final and conclusive foreign judgment for the payment of money rendered by the U.S. court referred to above in accordance with the exequatur procedure contemplated 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. We may also have available to us defenses under Chilean law not available under U.S. law to any foreclosure proceeding. In addition, foreclosure proceedings would need to be brought under U.S. law with respect to certain of the collateral. These delays could result in a deterioration of the collateral and a decrease in the value that would otherwise be realizable upon foreclosure. During this period, the cash proceeds from any sales of assets that we are not required to hold in a segregated account with the trustee, if any, may become commingled with our other cash assets and therefore not be identifiable. Although we have agreed as described herein to cause perfection of certain mortgages and pledges within 30 days after the merger of the SPV into Alsacia and the Notes being operational as against Alsacia and the Guarantors, there can be no assurance that the registration and publication of such pledges and mortgages will be properly or timely made. In particular, mortgages on real property will be perfected and enforceable against third parties only after the mortgages are registered in the applicable public registries of property and pledges over the buses will be perfected and enforceable against third parties only after registration of the pledge in the Registro de Prenda sin Desplazamiento and the Motorized Vehicle Registry. With respect to moneys held in accounts maintained in Chile by Chilean banks, on the merger date and each time that the AFT deposits funds in the Revenue Account and on any other date funds in excess of U.S.$1.0 million are deposited in any Chilean Account (other than the Transaction Checking Accounts), the Chilean Collateral Agent will create and perfect a money pledge. The time periods for registration and publication vary between public registries, and we can provide no assurance as to our ability to perfect first-priority security interests on our and the Guarantors real property, buses and other assets. In the absence of such registration, the liens on such collateral in Chile would not be enforceable against third parties. In addition, please be aware that Article 445 No. 17 of the Chilean Civil Procedure Code sets forth that the assets that are part of a service that may not be stopped without harming the transit or the public hygiene cannot be seized or attached. Therefore this provision affects assets that are part of the Collateral, such as buses and terminals. However, they may be pledged or mortgaged since it is authorized to seize or attach the money that they produce (i.e. any insurance indemnity). A bankruptcy may limit the ability of the collateral agent to realize value from the collateral. The right of the trustee to foreclose on the collateral upon the occurrence of an event of default under the Indenture is likely to be significantly impaired by applicable bankruptcy law if a bankruptcy proceeding were to be commenced by or against us before the trustee could foreclose on the collateral. Under Chilean bankruptcy law (Ley de Quiebras), the trustee may be prevented from foreclosing or selling all or any part of the collateral prior to our liquidation. Under Chilean bankruptcy law, the bankruptcy declaration of the mortgagor or pledgor does not suspend the right of the mortgagee or pledgee to separately foreclose the collateral before the bankruptcy court. However, the mortgagee or pledgee must guarantee, to the satisfaction of the receiver (sndico), payment to statutorily preferred creditors, in case the proceeds obtained from the sale of non-encumbered assets are not sufficient to make full payment of their credits. Under Chilean law, Statutory Priorities are claims in Chile for: (i) withholding taxes or similar charges, (ii) employee benefits and social security contributions, (iii) judicial expenses incurred for the benefit of creditors generally and other bankruptcy expenses, and (iv) other preferences which are of similar nature. Each security interest created under Chilean law shall be in all aspects superior in right to any other liens (except for Statutory Priorities) and enforceable against the grantor and third parties, any receiver and any attaching creditor or third party, provided 78

however, that under Chilean bankruptcy law, a secured creditor is barred from foreclosing in, among others, the following special circumstances during a bankruptcy proceeding: (w) creditors holding at least two thirds of outstanding claims with right to vote decide that the debtor in bankruptcy should continue carrying on business, a secured creditor which voted for the continuation of the business (continuacin del giro) would be barred from foreclosing on the assets securing its credit if contemplated in the business continuation; (x) if creditors holding more than one half of the outstanding claims decide that all or a portion of the assets of the debtor in bankruptcy shall be sold as an economic unit (enajenacin como unidad econmica) and such unit encompasses assets covered by a mortgage, pledge or another security interest, a secured creditor cannot separately foreclose thereon. Instead, such secured creditor would have a first priority claim against the proceeds of the sale of the assets concerned (subject to the Statutory Priorities); (y) if creditors holding more than 50% of the outstanding claims support a proposal for the reorganization of the business of the debtor concerned, secured creditors would be barred from foreclosing for a period of 90 days from the date on which the order of the bankruptcy court summoning all creditors to a creditors meeting to discuss the proposal is notified; and (z) if a secured creditor votes in a creditors meeting approving any type of compositions (convenio judiciales). In addition, significant uncertainties are inherent in a Chilean bankruptcy proceeding that may result in further delays that could adversely impact the value of the collateral. Delays in proceedings, the inadequacy of available remedies and the inability of the receiver to exercise available remedies could result in a substantial deterioration of the collateral during the pendency of any such proceeding. Similar and additional factors may limit the ability of the collateral agent to realize value from the collateral under applicable U.S. federal bankruptcy law. The value of the collateral securing the Notes may not be sufficient to satisfy our obligations under the Notes. Except for statutory priorities, the Notes will be secured by first-priority liens on the collateral (as defined under Description of Notes and Finance AgreementsCollateral), some of which will be in place at the time Alsacia acquires the shares of the Initial Temporary Issuer and the Notes being operational as against Alsacia and the Guarantors and some of which will be created and perfected thereafter. In the event of a foreclosure on the collateral, we would be required to pay certain fees and other amounts prior to distribution of any amount with respect to the Notes and the other obligations secured by the collateral, which amounts would then be shared on a pro rata basis among the Notes and such other secured obligations. In addition, certain other permitted liens may exist on the collateral which may have priority over the liens securing the Notes. The amount that would be distributed in respect of the Notes upon any foreclosure or otherwise, or that would arise from the proceeds from the sale of the collateral may not be sufficient to satisfy our obligations under the Notes. The value of the collateral and any amount to be received at foreclosure will depend upon many factors including, among others, the condition of the collateral, changes in our industry, the ability to sell the collateral in an orderly sale, the availability of buyers, the flexibility given by the Chilean courts to sell the collateral, our ability to create and perfect first-priority liens on our existing and future real estate or other existing and future collateral after the closing of this offering, the condition of the Chilean and U.S. economies and exchange rates. No appraisal of any of the collateral has been prepared by us or on our behalf in connection with the offering and sale of the Notes or is expected to be prepared while the Notes are outstanding. Given our competitive position in the Chilean market, there may not be any buyer willing and able to purchase a significant portion of our assets in the event of foreclosure. In addition, since we are not pledging all of our assets, it may not be possible to sell our business as a going concern upon foreclosure. The collateral consists of a substantial majority, but not all, of our tangible assets (including permits necessary to conduct our business); in particular, certain of our transportation and other equipment and our accounts receivable do not form part of the collateral or they had been granted collateral under loan agreements. Furthermore, the Concessions, our principal assets, are pledged as collateral, but may not be effectively sold or foreclosed because transfer of the Concessions require the prior consent of the Ministry. In light of the fact that the collateral is closely related to assets that are not pledged as collateral, or pledged but 79

requiring consent for transfer, 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 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 Notes. The value of the collateral may decrease because of obsolescence, impairment or certain casualty events. The value of the collateral may be adversely affected by obsolescence, changes in the technology in our industry, other changes in equipment or certain casualty events. Although we will be obligated under the Collateral Documents to maintain insurance with respect to the collateral, the proceeds of such insurance may not be sufficient to repurchase adequate replacement collateral or will equal the fair market value of the damaged collateral. Our insurance policies also do not cover all events that may result in damage to the collateral. Additionally, we may not be required under the Collateral Documents to purchase any title insurance insuring the trustees lien on the collateral. A loss arising from a title defect with respect to the collateral may adversely affect the value of the collateral. After-acquired property may not be subject to the security interest securing the Notes. Applicable laws require that certain property and rights acquired after the grant of a general security interest can only be perfected at the time the property and rights are acquired and identified. The trustee and collateral trustee may not monitor the future acquisition of property and rights that constitute collateral, and necessary action may not be taken to properly perfect the security interest in such after-acquired collateral. The collateral trustee has no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interest in favor of the Notes against third parties. Such failure may result in the loss of the security interest therein or the priority of the security interest in favor of the Notes against third parties. The interest of the holders of Notes in certain collateral securing the Notes may have to be shared under certain circumstances and the imposition of certain permitted liens will dilute the value of such assets as collateral for the Notes. The collateral securing the Notes will also secure our obligations under the Notes Hedge Agreements. The Indenture will also permit us to incur additional debt up to the applicable maximum debt threshold amounts pursuant to the Indenture that may be secured by a first priority lien on the collateral securing the Notes to the extent permitted by the Indenture and the applicable security documents. Any additional debt secured by the collateral pursuant to the Indenture would dilute the value of the rights the holders of the Notes have in the collateral. In addition, the Indenture permits liens in favor of third parties to secure purchase money indebtedness and capital lease obligations, subject to certain limitations, among other permitted liens, and any assets subject to such liens will be automatically excluded from the collateral securing the Notes. See Description of Notes and Finance AgreementsCollateral. If an event of default occurs and the Notes are accelerated, the Notes and the Guarantees will rank equally with other unsubordinated and unsecured indebtedness of the relevant entity with respect to such excluded property. There are circumstances other than repayment or discharge of the Notes under which the collateral securing the Notes will be released automatically, without your consent or the consent of the collateral trustee. The Issuer and the Guarantors will be entitled to the release of property and other assets constituting Collateral for the Liens securing the Notes and the Note Guarantees under any one or more of the circumstances described under the heading Description of Notes and Finance AgreementsCollateral Trust Agreement Release of Liens on Collateral under the Collateral Trust Agreement and Description of Notes and Finance AgreementsCollateral Trust AgreementRelease of Liens in Respect of Notes and Notes Hedge Agreements under the Indenture and the Collateral Trust Agreement. 80

If any Collateral is released before the Notes are repaid or discharged, it could adversely effect your ability to be repaid under the Notes. You may be limited in your ability to influence the exercise of rights and remedies under the security documents. Under the terms of the Collateral Trust Agreement, the Secured Party Agents will act only upon the direction of the holders of more than 50% of the sum of : (i) the aggregate outstanding principal amount (or in the case of the Notes and the Notes Hedge Agreement considered together, the Voting Balances thereof) of the Notes, the Notes Hedge Agreement and any other secured Senior Indebtedness incurred in accordance with the Indenture (including outstanding letters of credit whether or not then available or drawn), the holders of which have acceded to the collateral trust agreement. Therefore, the holders of the Notes may be unable to influence the exercise of rights and remedies under the security documents. We have significant obligations after the closing of this offering related to the creation and perfection of security interests in our assets and addition of insurance beneficiaries for the benefit of the Notes. Certain security interests will not be in place by the issue date of the Notes or will not be perfected on the issue date of the Notes. We have agreed to create and perfect non-possessory pledges on the buses of Alsacia and Express within 30 days after the acquisition of the Initial Temporary Issuer by Alsacia and the Notes being operational as against Alsacia and the Guarantors. We have also agreed to create mortgages on all of our and the Guarantors real property within 30 days after the acquisition of the Initial Temporary Issuer by Alsacia and the Notes being operational as against Alsacia and the Guarantors and to use our reasonable best efforts to perfect such mortgages within such 30-day period. In order to be perfected and enforceable against third parties, the non-possessory pledges on the buses in Chile will require registration of the pledge deed in the Registro de Prenda sin Desplazamiento and the Motorized Vehicle Registry; and the mortgages on real property will require registration in the public registry of property in Chile where the real property is located. In addition, the pledges over the Operating Agreements require (i) the appearance of the counterparty of Alsacia and Express in each of those agreements in the pledge deed, (ii) the judicial notification of each counterparty or (iii) acceptance by each counterparty. In order to perfect the pledge over the Concessions, the Ministry must be judicially notified regarding the creation of the pledge. Security interests and other types of transactions entered into before filing for bankruptcy are subject to judicial review and they may be declared void or voidable if they were executed to harm creditor of the debtor. We have also agreed to appoint the U.S. Collateral Agent or the Chilean Collateral Agent, as applicable, as additional insured and beneficiary (beneficiario) under the insurance policies of (and for the benefit of) the Concessionaires (and by Panamerican and Eco Uno in the event that either of them carries any insurance). These appointments may occur after the Escrow Closing Date due to administrative delays. Until such appointments are effective, holders of Notes will not be fully protected from losses otherwise covered by our insurance.

81

USE OF PROCEEDS The Initial Temporary Issuer will place the proceeds from this offering, together with approximately U.S.$2.0 million (the Alsacia Escrow Deposit), representing an amount equal to interest on the Notes to and excluding March 3, 2011 and the related Additional Amounts, in escrow pending consummation of the Escrow Closing Date. In the event the Closing Conditions cannot be met, the Escrow may be terminated prior to February 28, 2011 by giving notice to the Noteholders, at which time the Escrowed Amounts shall be paid to the Noteholders three business days thereafter (the Escrow Redemption Date). If no notice is given and the Closing Conditions shall have not been satisfied on or prior to February 28, 2011, the Escrow Redemption Date shall be March 3, 2011. If the Escrow Redemption Date occurs, then the Escrowed Amounts shall be paid to the Noteholders on a pro rata basis based on the principal amount of Notes held by such Noteholders in an amount equal to the initial purchase price therefor together with interest at the stated rate therefor from and including the date of initial issuance and through and excluding the date of any such redemption. If the Acquisition and the Escrow Closing Date are consummated, we estimate that the net proceeds from the offering and sale of the Notes will be approximately U.S.$448 million after deduction of discounts and expenses associated with the offering. In addition, the Transactions (and in particular the Reserve Account securing the Notes) will be funded in part with U.S.$12.0 million of net proceeds from the Bus Terminal Loan to Alsacia from Banco Internacional in Santiago, Chile, as described below under Secured Subordinated Bus Terminal Loan. Collectively, the gross proceeds from the offering of Notes and the Bus Terminal Loan will be used to: repay U.S.$148.3 million in existing debt owed by Alsacia, including principal, accrued interest and any prepayment penalties, as described in Appendix B, which is net of $18.1 million in payment reserves that Alsacia has paid on the existing debt that will be released upon its repayment; repay U.S.$179.1 million in existing debt owed by Express, including principal, accrued interest and any prepayment penalties, as described in Appendix C, which is net of $28.0 million in payment reserves that Express has paid on the existing debt that will be released upon its repayment; pay U.S.$18.9 million to settle and terminate two U.S.$/Ch$ currency swap agreements held by Express which are used to hedge currency risk relating to Express existing debt which will be repaid above; pay U.S.$0.6 million in other fees in connection with the early repayment of certain debt owed by Alsacia and Express, as described in footnote 7 to Appendix B and footnote 5 to Appendix C. make a U.S.$80 million intercompany loan to Panamerican to pay the purchase price to acquire the 55% of Express that is not currently owned by Alsacias affiliates and partially repay certain debt in order to facilitate equity transfers related to the Acquisition, as described below under The Acquisition; pay Banco Internacional U.S.$0.5 million in fees and expenses relating to the Bus Terminal Loan; fund U.S.$36.7 million into the Reserve Account, O&M Revenue Account and Overhaul Account, as required in connection with the Notes as described under Description of Notes and Finance AgreementsTreatment of Funds; and pay other fees and expenses incurred in connection with the Transactions and the Acquisition, including discounts, fees and expenses payable to the initial purchasers and their counsels.

If and to the extent any of the foregoing uses of proceeds is less than indicated above, we expect to use the remaining proceeds for general corporate purposes. If the Escrow is released, Alsacia will be paid the Alsacia Escrow Deposit and will repay any borrowings made to fund it. 82

The Acquisition On February 3, 2011, the controlling shareholders of GPS Group entered into an agreement (the Acquisition Agreement) with members of Grupo Transportador and other related persons and entities to acquire the 55% of Express that is not currently beneficially owned by affiliates of Alsacia and to separate the other business interests of GPS Group and Grupo Transportador. Pursuant to the Acquisition Agreement, affiliates of GPS Group will pay an aggregate of U.S.$70.5 million in cash to members of Grupo Transportador and their affiliates. We expect that the Acquisition will be completed upon the Escrow Release. Pursuant to the terms of the Acquisition Agreement, GPS Group and its affiliates will acquire 100% of outstanding shares of Eco Uno, which currently owns 99.998% of Express (Carlos Ros currently owns the remaining 0.002% of Express). In order to effect the acquisition of Eco Uno, the following transactions will be carried out pursuant to the Acquisition Agreement: (i) Panamerican, through its Chilean branch, will pay U.S.$27,000,000 to Express del Futuro S.A., a company that will be wholly owned by members of Grupo Transportador following the Acquisition, to acquire all of the shares of Eco Uno currently owned by Express del Futuro S.A., which constitute 60% of the total outstanding shares of Eco Uno;

(ii) Panamerican and other affiliates of GPS Group will pay all taxes associated with the U.S.$27,000,000 payment to Express del Futuro S.A. described above, which we currently estimate will total U.S.$2,274,182; (iii) Panamerican will pay U.S.$26,850,000 to Grupo Transportador S.A., a member of Grupo Transportador, to acquire 100% of the shares of Ferroaluminios Limitada Panam S.A., which currently owns 10% of the total outstanding shares of Eco Uno, as well as other assets; and (iv) Panamerican will pay U.S.$3,000,000 to Santa Ana Corporacin Humanitaria S.A., a member of Grupo Transportador, to acquire 100% of the shares of Ursus Corporation Inc., which currently owns 2.0% of the total outstanding shares of Eco Uno, as well as other assets. GPS Group currently owns 100% of (i) Alsacia, which owns 16% of the outstanding shares of Eco Uno and (ii) EDTM Konsultores E.U., which, through its wholly owned Chilean branch, owns 11.7% of the total outstanding shares of Eco Uno. Carlos Ros currently owns the remaining 0.3% of Eco Uno. The following transactions will also be carried out pursuant to the Acquisition Agreement: (i) Additional cash payments by Panamerican: 1. Panamerican will pay U.S.$330,000 to Bariloche International Corporation in order to cancel an obligation assumed by affiliates of GPS Group to pay interest to Bariloche International Corporation under a promissory note from Eco Uno; and Panamerican will pay U.S.$11,020,500 to Bariloche International Corporation in order to settle certain obligations of the controlling shareholders of GPS Group in connection with a prior acquisition agreement, which was entered into, but never consummated, in October 2009 by the controlling shareholders of GPS Group and members of Grupo Transportador, who subsequently assigned their interests therein to Bariloche International Corporation.

2.

(ii) Transfer of assets by affiliates of GPS group: 1. Express del Futuro S.A. will pay 1,780 million Colombian pesos, less Colombian foreign company withholding taxes of 249.2 million Colombian pesos, to TDC Group Corp., an affiliate of GPS Group, to reacquire 445 shares of Express del Futuro S.A. currently owned by TDC Group Corp., which represent 15.71% of the total outstanding shares of Express del Futuro S.A.; and 83

2.

Express del Futuro S.A. will pay 1,464 million Colombian pesos to EDTM Konsultores E.U. to reacquire 366 shares of Express del Futuro S.A. currently owned by EDTM Konsultores E.U., which represent 12.92% of the total outstanding shares of Express del Futuro S.A.

In order to facilitate these transfers of shares of Express del Futuro S.A., Panamerican will pay U.S.$7,885,000 to Carlos Ibarcena Valdivia, to partially cancel a debt owed by the Controlling Shareholders of GPS Group and guaranteed by certain rights of TDC Group Corp. and EDTM Konsultores E.U. in connection with their shares of Express del Futuro S.A. This transaction is not controlled by the Acquisition Agreement and will be effected separately by Panamerican and Carlos Ibarcena Valdivia. If and to the extent any of the foregoing payments relating to the Acquisition are less than indicated above, we expect to use the remaining proceeds for general corporate purposes. In addition to the transactions described above, other de minimis payments and transfers will be made under the Acquisition Agreement in order to separate the business interests of GPS Group and Grupo Transportador. The Acquisition Agreement contains the following key features and provisions: With the exception of Panamerican, none of the Issuer or Guarantors is party to the Acquisition Agreement. Panamericans obligations under the Acquisition Agreement are expressly terminated upon the closing of the Acquisition. The relevant parties have given representations and warranties regarding the ownership and transferability of the shares to be transferred under the Acquisition Agreement. From the date of the Acquisition Agreement until the closing of the Acquisition, the parties agree not to authorize Express to acquire additional debt or make any payments outside the ordinary course of business, except those expressly provided for as of the date of the Acquisition Agreement. The Acquisition Agreement provides that the members of Grupo Transportador shall not be held responsible in any way, directly or indirectly, for any statements, omissions, or misrepresentations made in connection with this offering, and acknowledges that the members of Grupo Transportador have not had access to, have not participated in or approved any aspect of this offering. After the closing of the Acquisition, GPS Group and its affiliates will not have any recourse to the members of Grupo Transportador under the Acquisition Agreement for any breach of representation or warranty or otherwise. The Notes will not be guaranteed by Express, and there will be no recourse to Express, until the consummation of the Acquisition with the proceeds of this offering when released from escrow. EDTM Konsultores E.U., Yolima Esperanza Venegas Hernandez, TDC Group Corp., Carlos Mario Ros Velilla, Francisco Javier Ros Velilla and Inversiones Licitacin 5 TM S.A., all affiliates or owners of GPS Group, have agreed to indemnify the members of Grupo Transportador for claims against them arising out of this offering or relating to the time period prior to the consummation of the Acquisition Agreement. Grupo Transportador S.A. agrees to retain responsibility for all obligations and liabilities of, or claims, investigations or legal proceedings against, Ferroaluminios Limitada Panam S.A. Santa Ana Corporacin Humanitaria S.A. agrees to retain responsibility for all obligations and liabilities of, or claims, investigations or legal proceedings against, Ursus Corporation Inc.

84

The current relationship of the Issuer, the Guarantors, GPS Group and Grupo Transportador is shown in the diagram below.
Grupo GrupoTransportador Tra r nsport r ador Transportador (Colombia) (Colombia) Grupo Ros (Colombia)

100%

100%

71.37%

28.63%

100%

100%

100%

Ursus Urs r us Corporation Corpora r tion Ursus Corporation Inc. Inc. (Ursus) ( Urs r us s ) Ursus ) (Panam) ) (Panam m )

Ferro Aluminio Ltda. (Ferro) (Panam)

Express del Futuro S.A. (EXPF) (Colombia)

Panamerican Investment (Bermuda)

EDTM Konsultores EU. (EDTM) (Colombia)


100%

Inv. Alsacia S.A. (Alsacia) (Chile)

60%

EDTM Branch (Chile)


11.7% 16% 0.3%

2%

10%

Eco Uno S.A. (Eco Uno) (Chile)


99.998%

Express de Santiago Uno S.A. (Express) (Chile)

0.002%

Upon completion of the Acquisition and the Escrow Closing Date, the relationship of the Issuer, the Guarantors and GPS Group will be as shown in the diagram below.
GPS Group (Panam) (Panama)

100%

100%

100%

Panamerican (Bermuda)) (Bermuda


GUARANTOR GUARANTOR

EDTM (Colombia)

Alsacia (Chile)
ISSUER

1 0 0%

100%

100%

100%

Ursus (Panam)

Ferro (Panam)

Panamerican (Chilean Branch)


60%

EDTM (Chilean Branch)

2%

10%

GUARANTOR GUARANTOR

Eco Uno (Chile)

11.7%

16%

0.3%

99.998%

GUARANTOR GUARANTOR

Express (Chile)

0.002%

85

Secured Subordinated Bus Terminal Loan The Transactions (and in particular the Reserve Account securing the Notes) will be funded in part with U.S.$12.0 million of net proceeds from the U.S.$12.5 million Bus Terminal Loan from Banco Internacional in Santiago, Chile to the Initial Temporary Issuer which we expect will be assumed by Alsacia and guaranteed on a subordinated basis by the Guarantors upon the Escrow Closing Date. Principal and interest on the Bus Terminal Loan will be payable in Chilean pesos in accordance with its equivalent Unidad de Fomento, which adjust each payment amount by an index measured by the inflation rate in Chile as of the payment date. Between the Note Closing Date and the Escrow Closing Date, the Bus Terminal Loan will be secured by Alsacias Huechuraba terminal (the Huechuraba Terminal) under a second priority mortgage which will be subordinate to a first priority mortgage which is currently in effect under the Existing Indebtedness. Upon the Escrow Closing Date, the Existing Indebtedness will be repaid and the mortgage in favor of the Bus Terminal Loan will become the first priority mortgage. In addition, at that time, the Huechuraba Terminal will be contributed by Alsacia to a special purpose subsidiary (Lorena SpA) and leased back to Alsacia. The shares of Lorena SpA will also be pledged by Alsacia to secure the Bus Terminal Loan. Lorena SpA will own no other assets other than the Huechuraba Terminal, incur no liabilities other than to Alsacia through the lease, and conduct no business other than leasing the Huechuraba Terminal to Alsacia. The Bus Terminal Loan will initially be funded into the Escrow along with the Notes prior to the Note Closing Date, and will be repaid out of the Escrow if the Escrow Closing Date does not occur. The Bus Terminal Loan will bear interest at 7.05%, payable on the Payment Dates for the Notes out of the waterfall described under Description of NotesTreatment of FundsBi-Monthly Distributionsfifth, and will finally mature in August 2018, unless prepaid sooner or pursuant to the agreed principal amortization schedule. Principal then due on the Bus Terminal Loan is repayable out of the waterfall with the cash available pursuant to Description of NotesTreatment of FundsSemi-Annual and Special Distributionstenth beginning with an annual installment of 1/6 of the initial loan amount on the Payment Date in August 2012, followed by semi-annual installments of $2.0 million beginning on the Payment Date in August 2013 until the Bus Terminal Loan is fully paid. If there are insufficient funds in the waterfall to pay principal on the Bus Terminal Loan on any Payment Date, the principal payment will be deferred to the next Payment Date on which funds are available, but no later than the final maturity date of the Bus Terminal Loan. If there is a Change of Control (as defined in the Indenture), or if there is an event of default under loan, a portion of the cash available at the tenth level of the waterfall must be used to repay the Bus Terminal Loan pro rata with any repayments made to the L/C Bank. Upon the occurrence of an Expropriatory Action on the Concessions or a termination of any Concession Agreement, the Bus Terminal Loan will become pari passu with Notes and become immediately due and payable and the Huechuraba Terminal will be transferred to Banco Internacional as payment in kind for the Bus Terminal Loan. If Alsacia fails to pay interest on the Bus Terminal Loan on any Payment Date, or if Alsacia fails to pay principal when due out of available funds in the waterfall -tenth, Banco Internacional may, following a grace period of 10 days for interest only, foreclose on the Huechuraba Terminal, and the stock of Lorena SpA. To the extent the proceeds received by Banco Internacional in any disposition of the Huechuraba Terminal are insufficient to repay the Bus Terminal Loan, any deficiency will be subordinated to the prior payment in full of the Notes and any other then-outstanding Senior Indebtedness of Alsacia and the Guarantors in cash. Other than foreclosure on the Huechuraba Terminal and the stock of Lorena SpA, Banco Internacional does not have any other remedies against Alsacia or any Guarantor (including acceleration of the Bus Terminal Loan) until after the Notes have been paid in full in cash; provided that, if the Companys payment obligations on the Notes are accelerated following an Event of Default under the Indenture or a Termination Event with respect to the Concession, or if there is a bankruptcy Event of Default as provided in the Indenture, Banco Internacional may foreclose on the Huechuraba Terminal and accelerate the Bus Terminal Loan, subject to the subordination provisions discussed above. Banco Internacional has agreed not to take actions to initiate any bankruptcy proceedings against the Company or any Guarantor. 86

Alsacias lease of the Huechuraba Terminal from Lorena SpA will accrue rent at the rate of 674.1 Unidad de Fomento per month (plus applicable taxes), which will be deferred by Alsacia until January 2, 2018 when the deferred rent will be due and payable in cash on a subordinated basis to the Notes. The lease will be terminated on foreclosure on the Huechuraba Terminal by the Banco Internacional. The Bus Terminal Loan will include covenants of Alsacia not to increase the interest rate on the Notes above the rates (including default interest) contemplated by the Indenture, not to amend the waterfall priorities in the Indenture in any manner materially adverse to the Bus Terminal Loan lender, and not to reduce the Debt Service Coverage Ratio requirements in the Indenture that would permit Alsacia to incur additional Senior Indebtedness. The subordination provisions of the Bus Terminal Loan, which have been agreed by Banco Internacional on the basis of the fifth payment priority for semi-annual interest described above, will expire by their terms when the Notes have been paid in full in cash, and Banco Internacional will become pari passu in right of payment with any Senior Indebtedness that is outstanding at that time, and will share Collateral pro rata with any Permitted Refinancing Indebtedness incurred to refinance all then outstanding Notes in their entirety. In addition, Alsacia and the Guarantors will agree not to grant Liens (other than Permitted Liens) to secure Indebtedness incurred after repayment in full of the Notes unless the Bus Terminal Loan is equally and ratably secured.

87

CAPITALIZATION The following table sets forth, on a consolidated basis, the capitalization as of September 30, 2010 for (i) each of Alsacia and Express on a historical, unaudited basis, and (ii) each of Alsacia and Express on a pro forma, as adjusted basis after giving effect to the issuance and sale of the Notes and the use of the proceeds as contemplated under Use of Proceeds and assume that the Notes are assumed by Alsacia from the Initial Temporary Issuer upon completion of the Escrow Closing Date. See The Escrow. This table should be read in conjunction with Use of Proceeds, Managements Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements for each of Express and Alsacia, including the related notes, appearing elsewhere in this Offering Memorandum. The table has been prepared in Chilean pesos.
Alsacia Express As of As of September 30, Adjustment As Adjusted September 30, Adjustment As Adjusted 2010 (1) (1) 2010 (1) (1) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (Millions of constant Ch$ as of September 30, 2010)

Short-term debt Short-term bank loans . . . . . . . . . . . . Current portion of other long-term bank loans . . . . . . . . . . . . . . . . . . . Current portion of Notes offered hereby . . . . . . . . . . . . . . . . . . . . . . Total short-term debt . . . . . . . Long-term debt Long-term bank loans . . . . . . . . . . . . Derivative contracts (2) . . . . . . . . . . Notes offered hereby . . . . . . . . . . . . Notes and accounts payable to related companies . . . . . . . . . . . . . Total long-term debt . . . . . . . . Shareholders equity Share capital . . . . . . . . . . . . . . . . . . . Capital revaluation reserve . . . . . . . . Retained earnings (loss) . . . . . . . . . . Total shareholders equity . . . Total capitalization . . . . .

8,367 9,977 18,344 47,583 47,583 10,308 205 (2,843) 7,670 73,597

(8,367) (9,977) (18,344)

7,772 11,409 19,181 68,450 7,969 76,419 21,355 425 7,543 29,323 124,923

(7,772) (11,409) (19,181) (68,450) (7,969) 95,600 19,181

95,600 95,600 21,355 425 7,543 29,323 124,923

(47,583) 224,414 224,414 176,831 600 158,487 224,414 10,308 205 (2,243) 8,270 232,684

(1) In connection with this offering, we expect to pay off all existing debt of Alsacia and Express in full. See Use of Proceeds. The historical amounts are therefore being eliminated in the adjustment column. (2) Amounts exclude any impact from the expected entry into the Notes Hedge Agreement, which is described under Exchange Rate Hedge.

88

SELECTED FINANCIAL INFORMATION OF ALSACIA ON A CONSOLIDATED BASIS AND EXPRESS ON A CONSOLIDATED BASIS As discussed herein, concurrently with this offering, Alsacia, Express, Eco Uno and Panamerican will become affiliated companies under common control by GPS Group and GPS Group intends to operate Alsacia and Express jointly under common management and to develop common operating procedures and sharing of overhead and other costs in order to maximize efficiencies for both entities. However, because Alsacia is not acquiring any interest in Express in the Acquisition, those entities cannot be presented together on a pro forma basis in this Offering Memorandum. See Introductory Note. The following tables present summary selected financial information and other data as of or for the years ended December 31, 2007, 2008 and 2009 and as of or for the nine months ended September 30, 2009 and 2010 for each of Alsacia on a consolidated basis with its subsidiary and Express on a consolidated basis with its subsidiary. These summary selected financial data presented below are qualified in their entirety by reference to, and should be read in conjunction with, the financial statements and notes thereto for each of Alsacia and Express included elsewhere in this Offering Memorandum. The following data as of and for each of the years ended December 31, 2007, 2008 and 2009 have been derived from the audited financial statements for each of Alsacia and Express, which have been prepared in Chilean pesos in accordance with Chilean GAAP. The data as of or for the nine months ended September 30, 2009 and 2010 have been derived from the unaudited interim financial statements for each of Alsacia and Express and have been prepared in Chilean pesos in accordance with Chilean GAAP. See Presentation of Financial and Other Information and Appendix ASignificant Differences Between Chilean GAAP and IFRS. The unaudited information for the nine months ended September 30, 2009 and 2010 includes all adjustments, consisting of only normal recurring adjustments, which in the opinion of management for each of Alsacia and Express are necessary for the fair presentation of the information. The results of operations for the nine months ended September 30, 2010 are not necessarily indicative of the results to be expected for the year ending December 31, 2010. Financial information for each of the three years ended December 31, 2009 has been restated to constant Chilean pesos as of December 31, 2009 in accordance with Chilean GAAP. Financial information for each of the nine months ended September 30, 2009 and 2010 has been restated to constant Chilean pesos as of September 30, 2010 in accordance with Chilean GAAP. No financial or operating information is provided in this Offering Memorandum for either Eco Uno or Panamerican, which are additional Guarantors of the Notes. Eco Uno is a holding company with the sole purpose of holding 99.998% of the equity of Express. Panamerican is a holding company formed for the sole purpose of acquiring and consolidating the ownership of 99.7% of the equity of Eco Uno through the Acquisition. Both Eco Uno and Panamerican lend or borrow intercompany debt to or from affiliates from time to time, and neither will have any employees or other activities except as described herein. See Description of Notes and Finance AgreementsAdditional Covenants Related to Panamerican and Eco Uno. As a result, Alsacia does not believe any information concerning Eco Uno or Panamerican would be material to prospective investors. No financial or operating information is provided in this Offering Memorandum for the Initial Temporary Issuer because it has never had, and currently does not have, any assets, liabilities or operations. It is a special purpose company established to facilitate the issuance of the Notes as described under The Escrow.

89

Alsacia As of or for the Year Ended December 31, 2007 2008 2009 (Millions of constant Ch$ as of December 31, 2009, except ratios)

Express As of or for the Year Ended December 31, 2007 2008 2009 (Millions of constant Ch$ as of December 31, 2009, except ratios)

Income Statement Data Operating income Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating expenses . . . . . . . . . . . . . . . . . . . . Gross margin . . . . . . . . . . . . . . . . . . . . . Administrative and selling expenses . . . . . . . Operating income . . . . . . . . . . . . . . . . . . Non-operating income (expenses) Interest income . . . . . . . . . . . . . . . . . . . . . . . . Profit (loss) investment in related companies . . . . . . . . . . . . . . . . . . . . . . . . . Other non-operating income . . . . . . . . . . . . . Interest expenses . . . . . . . . . . . . . . . . . . . . . . Other non-operating expenses . . . . . . . . . . . . Price-level restatements . . . . . . . . . . . . . . . . . Foreign exchange rate differences . . . . . . . . . Non-operating income . . . . . . . . . . . . . . Income before income taxes . . . . . . . . . Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . Net (loss) income . . . . . . . . . . . . . . Balance Sheet Data Cash and cash equivalents . . . . . . . . . . . . . . . . . . . Total current assets . . . . . . . . . . . . . . . . . . . . . . . . Total fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current liabilities . . . . . . . . . . . . . . . . . . . . . . Total long-term liabilities . . . . . . . . . . . . . . . . . . . Total shareholders equity . . . . . . . . . . . . . . . . . . .

49,918 70,866 66,658 66,924 91,183 86,065 (38,558) (56,528) (60,230) (59,270) (79,578) (75,172) 11,360 (4,201) 7,159 821 14,337 (4,989) 9,348 692 6,429 (6,613) (184) 170 (404) 193 (4,164) (582) (1,975) 15,501 8,739 8,555 (1,990) 6,565 7,654 (5,981) 1,673 2,005 11,605 (5,635) 5,970 2,058 10,893 (6,464) 4,429 623 40 (6,005) (219) (1,344) (2,347) (9,252) (4,823) 872 (3,951)

2,031 491 59 306 (4,197) (6,001) (287) (437) 5,062 6,390 3,856 (17,413) 7,345 14,504 (1,895) 12,609 (15,972) (6,623) 1,084 (5,539)

10,525 156 (8,436) (10,116) (1,241) (348) 6,882 (157) 5,394 6,963 15,129 16,802 (3,085) 13,717 (1,444) 4,526 (707) 3,819

354 312 3,876 3,562 3,323 25 13,994 17,263 19,663 48,010 52,860 32,716 61,306 66,574 60,800 88,144 85,975 77,782 98,776 108,140 101,382 191,243 196,181 148,142 31,377 29,550 34,381 32,742 45,067 27,198 63,704 80,434 62,280 125,944 114,740 88,521 3,696 (1,843) 4,722 32,556 36,374 32,423 9,431 7,557 19,719 27,954

Cash Flow Data Net cash flow from operating activities . . . . . . . . . 4,725 4,848 Net cash flow from (used in) financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,232 8,038 Net cash flow used in investing activities . . . . . . . (11,776) (12,957) Other Financial Data Capital expenditures (1) . . . . . . . . . . . . . . . . . . . . . Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjusted EBITDA (2) . . . . . . . . . . . . . . . . . . . . . . Interest coverage ratio (3) . . . . . . . . . . . . . . . . . . . Adjusted EBITDA/net sales . . . . . . . . . . . . . . . . . . Total debt (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total debt/capitalization (5) . . . . . . . . . . . . . . . . . . Total debt/shareholders equity . . . . . . . . . . . . . . . (1) Paid during the period. 90

(2,321) 12,563 (5,222) (8,483) (3,538) (16,880) (14,465) (22,827) 5,141 13,205 21,477 3.58 24.95% 99,866 75.49% 308.01%

5,736 2,307 1,867 16,052 10,222 4,316 7,578 8,256 7,275 12,598 12,538 18,501 10,473 12,508 22,507 2.99 3.08 2.52 1.48 2.22 25.12% 26.11% 15.71% 18.69% 24.68% 74,298 96,035 75,185 118,239 127,637 95.26% 101.96% 94.09% 76.47% 77.82% 2,010.3% % 1,592.2% 325.06% 305.90%

(2) We calculate Adjusted EBITDA by adding Depreciation and Amortization to Operating Income. Because our calculation of Adjusted EBITDA begins with Operating Income, Adjusted EBITDA also does not include several non-cash expenses that are deducted from Net income under Chilean GAAP such as Pricelevel restatements and Foreign exchange rate differences. Adjusted EBITDA also does not include our Interest expenses or Income Taxes, which are also deducted from our Net income. Adjusted EBITDA is a not a recognized financial measure under Chilean GAAP or IFRS and does not have a standardized meaning. As such, Adjusted EBITDA as presented herein may not be comparable to similarly titled measures provided by other companies. We disclose Adjusted EBITDA because we believe that certain investors use it as an indicator of a companys ability to meet debt service and capital expenditure requirements. Adjusted EBITDA should not be considered in isolation, or as a substitute for net income or operating income as indicators of operating performance. The following table shows a reconciliation of our Adjusted EBITDA to operating income for the periods indicated:
Alsacia As of or for the Year Ended December 31, 2007 2008 2009 (Millions of constant Ch$ as of December 31, 2009, except ratios) Express As of or for the Year Ended December 31, 2007 2008 2009 (Millions of constant Ch$ as of December 31, 2009, except ratios)

Reconciliation of Operating Income to Adjusted EBITDA Operating income . . . . . . . . . . . . . . . . . . . . . . . Depreciation . . . . . . . . . . . . . . . . . . . . . . . Amortization . . . . . . . . . . . . . . . . . . . . . . . Adjusted EBITDA . . . . . . . . . . . . . . .

7,159 4,316 1,063 12,538

9,348 7,578 1,574 18,501

(184) 8,256 2,401 10,473

1,673 7,275 3,560 12,508

5,970 12,598 3,939 22,507

4,429 13,205 3,843 21,447

(3) Interest coverage ratio is calculated as Adjusted EBITDA over gross interest expense, which includes the net effect of swaps. (4) Total debt is calculated as total financial debt, including accrued interest, which includes the net effect of swaps. (5) Capitalization is calculated as total debt plus total shareholders equity.

91

Alsacia Express As of or for the As of or for the Nine Months Ended Nine Months Ended September 30, September 30, 2009 2010 2009 2010 (Millions of Ch$ as of September 30, 2010) (unaudited) (unaudited) (unaudited) (unaudited)

Income Statement Data Operating income Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Administrative and selling expenses . . . . . . . . . . . . . . . . . . . Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-operating income (expenses) Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Profit (loss) investment in related companies . . . . . . . . . . . . Other non-operating income . . . . . . . . . . . . . . . . . . . . . . . . . Interest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other non-operating expenses . . . . . . . . . . . . . . . . . . . . . . . . Price-level restatements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange rate differences . . . . . . . . . . . . . . . . . . . . . Non-operating income . . . . . . . . . . . . . . . . . . . . . . . . . . Income before income taxes . . . . . . . . . . . . . . . . . . . . . Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . Balance Sheet Data Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total shareholders equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash Flow Data Net cash flow from operating activities . . . . . . . . . . . . . . . . . . . . Net cash flow from (used in) financing activities . . . . . . . . . . . . . Net cash flow used in investing activities . . . . . . . . . . . . . . . . . . . Other Financial Data Capital expenditures (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjusted EBITDA (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest coverage ratio (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjusted EBITDA/net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total debt (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total debt/capitalization (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total debt/shareholders equity . . . . . . . . . . . . . . . . . . . . . . . . . . . (1) Paid in the period.

50,311 (45,304) 5,008 (4,593) 414 168 (721) 87 (3,701) (47) (2,445) 10,991 4,332 4,746 (1,604) 3,142 728 16,955 64,218 102,824 36,451 65,110 1,262 7,057 (3,466) (3,181) 2,711 6,313 8,671 2.34 17.23% 85,002 0.99 67.35

54,732 (46,739) 7,994 (4,552) 3,441 150 (553) 383 (3,136) (140) 1,312 2,170 186 3,627 (772) 2,855 33 17,574 60,720 97,665 28,718 61,276 7,670 2,840 (5,760) (1,156)

63,290 (56,604) 6,686 (4,821) 1,865 620 83 (4,929) (173) (3,042) (1,135) (8,576) (6,711) 1,231 (5,480) 963 33,199 81,029 153,631 27,637 94,381 31,613 2,251 (8,451) 3,709

70,844 (66,663) 4,181 (4,631) (450) 72 585 (3,861) (157) (806) 394 (3,772) (4,222) 474 (3,748) 74 32,954 72,345 141,038 30,682 81,033 29,323 6,454 (8,276) 2,637 1,027 10,230 12,714 3.29 17.95% 87,630 0.75 2.99

2,659 3,953 6,470 10,068 11,158 15,685 3.56 3.18 20.39% 24.78% 65,927 108,683 0.90 0.77 8.91 3.44

92

(2) We calculate Adjusted EBITDA by adding Depreciation and Amortization to Operating Income. Because our calculation of Adjusted EBITDA begins with Operating Income, Adjusted EBITDA also does not include several non-cash expenses that are deducted from Net income under Chilean GAAP such as Pricelevel restatements and Foreign exchange rate differences. Adjusted EBITDA also does not include our Interest expenses or Income Taxes, which are also deducted from our Net income. Adjusted EBITDA is a not a recognized financial measure under Chilean GAAP or IFRS and does not have a standardized meaning. As such, Adjusted EBITDA as presented herein may not be comparable to similarly titled measures provided by other companies. We disclose Adjusted EBITDA because we believe that certain investors use it as an indicator of a companys ability to meet debt service and capital expenditure requirements. Adjusted EBITDA should not be considered in isolation, or as a substitute for net income or operating income as indicators of operating performance. The following table shows a reconciliation of our Adjusted EBITDA to operating income for the periods indicated:
Alsacia Express As of or for the As of or for the Nine Months Ended Nine Months Ended September 30, September 30, 2009 2010 2009 2010 (Millions of Ch$ as of September 30, 2010) (unaudited)

Reconciliation of Operating Income to Adjusted EBITDA Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . .

414 6,313 1,944 8,671

3,441 6,470 1,247 11,158

1,865 10,068 3,752 15,685

(450) 10,230 2,934 12,714

(3) Interest coverage ratio is calculated as Adjusted EBITDA over gross interest expense, which includes the net effect of swaps. (4) Total debt is calculated as total financial debt, including accrued interest, which includes the net effect of swaps. (5) Capitalization is calculated as total debt plus total shareholders equity.

93

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR ALSACIA AND EXPRESS The following discussion is based on the financial statements for Alsacia on a consolidated basis with its subsidiary and Express on a consolidated basis with its subsidiary. It should be read in conjunction with the financial statements and notes thereto included elsewhere in this Offering Memorandum, as well as the data set forth in Selected Financial and Operating Information of Alsacia on a Consolidated Basis and Express on a Consolidated Basis. The audited consolidated financial statements for each of Alsacia and Express as of December 31, 2008 and 2009, and for each of the years ended December 31, 2007, 2008 and 2009 have been prepared in constant Chilean pesos as of December 31, 2009 in accordance with Chilean GAAP. The unaudited interim consolidated financial statements for each of Alsacia and Express as of and for the nine months ended September 30, 2009 and 2010 included herein are also prepared in constant Chilean pesos as of September 30, 2010, in accordance with Chilean GAAP. Chilean GAAP differs in certain significant respects from IFRS, as described in Appendix A to the extent applicable to us. Overview General Alsacia and Express together are the largest operator of bus transportation services in the Santiago, Chile metropolitan area, as measured by the available bus capacity and scheduled route length of Alsacia and Express combined. We jointly operate under the Alsacia and Express brands and Concessions to provide passenger bus service within Transantiago, the rapid transit system of Santiago managed by the Chilean Government. As of September 30, 2010, we collectively owned or operated 72 bus routes, 1,861 buses and 9 bus terminals and we had 6,038 employees. In the first nine months of 2010, we received an average of 27 million Passenger Validations per month, which was approximately 28% of the total bus Passenger Validations in Transantiago. Our fleet passenger capacity accounted for 31% and 34% of the total passenger capacity and 21% and 23% of the scheduled route length in Transantiago in 2009 and the first nine months of 2010, respectively. Alsacia and Express had revenue of Ch$66,658 million and Ch$86,065 million and operating (loss) income of Ch$(184) million and Ch$4,429 million for the year ended December 31, 2009, respectively, and revenue of Ch$54,732 million and Ch$70,844 million and operating income (loss) of Ch$3,441 million and Ch$(450) million, respectively, for the nine months ended September 30, 2010. Transantiago is the public transportation system of the Santiago metropolitan area, consisting of the citys buses, the Metro subway, an integrated electronic payment system designed to allow passengers to pay bus and subway fares with electronic stored value cards, as well as planning and construction functions for transportation infrastructure. Transantiago was designed and implemented by the Chilean Government in 2003 in a complete overhaul of the then-existing public transportation system in Santiago, which was largely unregulated and prone to accidents, inefficiency and excessive pollution. Transantiago was implemented in three phases between October 2005 and February 2007 and rerouted the bus lines for more efficient service, consolidated approximately 3,500 independent bus operators into 14 concession holders, introduced an integrated electronic payment system and replaced the majority of buses then in use with a modern standardized fleet. See Transantiago. We hold concessions to operate two of the five trunk bus lines that, together with the Metro subway and the feeder bus lines, make up Transantiago and provide transit service across Santiagos 10 metropolitan zones. Under the Concession Agreements, the Ministry grants Alsacia and Express the right to use the roads of Santiago for the provision of urban passenger transportation services along their assigned routes. Our Concessions were initially awarded in 2005 and will expire in October 2018 unless previously terminated. Each respective Concession Agreement can be renewed for 18 months if Alsacia or Express does not reach minimum revenue thresholds set forth in its respective Concession Agreement. See The Concessions. 94

Revenue We generate substantially all of our revenue under the Concessions. Our Concession revenue is based on formulas set forth in the Concession Agreements that are driven by four main factors: the Cost Index, Base Revenue, Variable Revenue and the Service Fulfillment Ratio. See The ConcessionsConcession Revenue for a more complete description of each of these factors and our Concession revenue. In addition to Concession revenue, Alsacia and Express generated 0.3% and 0.6%, respectively, of their total 2009 revenue from the sale of advertising on buses. Operating Expenses The main components of our operating expenses include labor, fuel, depreciation and amortization, spare parts and maintenance, and administrative and selling expenses. The primary factors affecting our operating expenses are the scale of our operations and the efficiency of our bus fleet. Labor expenses are dependent on changes in the CPI, bonuses related to the completion of operational objectives and the size of our workforce. Fuel expenses are dependent on the number of kilometers traveled by our buses, the price of diesel fuel in Chile and the efficiency of our bus fleet. Depreciation and amortization expenses are dependent on the value of our fixed assets and our capital expenditures. Spare parts and maintenance expenses are dependent on the number of kilometers traveled by our buses, the number of accidents in which are buses are involved, the aging of our buses and seasonal changes in climate. Administrative and selling expenses are dependent on the size of our business generally. Because our Concession revenue is adjusted for changes in the Cost Index, changes in our expenses relating to inflation of the Chilean peso, the Chilean peso/U.S. dollar exchange rate and the cost of fuel and labor are partially offset by corresponding increases in our revenue. Seasonality Demand for public transportation in Santiago is seasonal in nature and generally follows the pattern of commercial activity of the city, with decreased revenue during the Chilean summer months of January and February and during the Chilean Independence Day in September. Our Concession Agreements reflect this seasonality through monthly adjustments to Base Revenue and the projected number of monthly Passenger Validations. Although our revenue is seasonal, many of our expenses are fixed in nature, resulting in seasonal changes to income when our revenue changes. The following graph illustrates these trends:
Alsacia Revenue and Passenger Validations
80 70 60 50 40 30 20 10 0 1Q 2Q Passenger Validations 2008 Revenue 2008 3Q Passenger Validations 2009 Revenue 2009 4Q 28.2 15.0 12.1 29.2 33.3 16.6 33.2 35.0 33.7 36.9 34.7 17.2 17.2 17.3

(Revenue in thousands of millions of Ch$; Passenger Validations in millions)


20.8 21.4

25.0 20.0 15.0 10.0 5.0

95

Express Revenue and Passenger Validations


120 100 80 60
44.7 18.1 15.7 47.5 52.3 (Revenue in thousands of millions of Ch$; Passenger Validations in millions) 25.4 22.6 21.5 51.9 53.6 22.1 57.5 53.1 27.6 24.3

30.0 25.0 20.0 15.0 10.0 5.0


-

51.7

40 20 0 1Q 2Q
Passenger Validations 2008 Revenue 2008

3Q
Passenger Validations 2009 Revenue 2009

4Q

Passenger Validations and Passenger Fares As discussed above, our Base Revenue, which comprised 43% and 36% of 2009 revenue for Alsacia and Express, respectively, is not directly dependent on Passenger Validations. On the other hand, our Variable Revenue, which comprised 57% and 64% of 2009 revenue for Alsacia and Express, respectively, is largely dependent on Passenger Validations. In addition, our Concession revenue is not calculated based on passenger fares set by the Ministry for Transantiago passengers, and ridership on our buses appears to have been unaffected by past changes in passenger fares. Since January 2009, the Ministry has raised Transantiago fares from Ch$380 to Ch$520, and during this period we have not been able to identify any change in our Passenger Validation volume that could be attributed to fare increases. In addition, the Ministry has publicly committed to freeze fares during the current presidential term, and this commitment is supported by the recent increase in subsidies available to Transantiago. See The ConcessionsThe Subsidy. Nevertheless, any increases in passenger fares in the future could affect our revenue indirectly over the long term by changing passenger demand for our services, which would change our Variable Revenue. Currency Fluctuations Foreign exchange rate differences are caused by the net effect of revaluing our liabilities that are denominated in U.S. dollars using the prevailing exchange rate at the end of each period. Substantially all of our revenue and operating expenses have been denominated in Chilean pesos, except for payments under our existing debt, most of which are denominated in U.S. dollars. Because of this difference between the denominations of our assets and liabilities, decreases in the Chilean peso/U.S. dollar exchange rate have historically resulted in foreign exchange rate differences that were treated as gains on our income statement. Conversely, increases in the exchange rate have historically resulted in foreign exchange rate differences that were treated as losses on our income statement. While we expect to refinance our existing debt with the proceeds of the Notes offered hereby, the Notes will also be payable in U.S. dollars. In conjunction with this offering, we intend to purchase U.S. dollars derivatives, which will be designed to hedge against future appreciation of the U.S. dollar against the Chilean peso. See discussion below under Quantitative and Qualitative Disclosures About Market and Operating RisksExchange Rate Hedge. However, our Concession revenue is adjusted based on changes in the Cost Index, which is a weighted average of several macroeconomic measures and commodity prices, including the Chilean peso/U.S. dollar exchange rate, which comprises 11% and 2.2% of the Cost Index for Alsacia and Express, respectively. As a result, we expect that changes in the Chilean peso/U.S. dollar exchange rate will be somewhat offset by adjustments to our revenue. 96

The Chilean peso/U.S. dollar exchange rate has fluctuated significantly in the past and it may continue to fluctuate similarly in the future. In the three-year period ended September 30, 2010, the value of the Chilean peso relative to the U.S. dollar has fluctuated between a low of Ch$431 per U.S.$1.00 and a high of Ch$677 per U.S.$1.00, according to the Chilean Central Bank. During the nine months ended September 30, 2010, the value of the Chilean peso relative to the U.S. dollar appreciated approximately 4.6%, in real terms. See Exchange Rates. Impact of Inflation and Price-Level Restatement We are required under Chilean GAAP to restate non-monetary assets and liabilities, Unidades de Fomento (a daily indexed Chilean peso-denominated monetary unit that takes into account the effect of the Chilean inflation rate), foreign currency-denominated monetary assets and liabilities, shareholders equity and income and expense accounts to reflect the effect of variations in the purchasing power of the Chilean peso during each accounting period. Chilean peso-denominated monetary assets and liabilities were not restated because they were presented at their purchasing power as of the date of the balance sheet. The net effect of the increase or decrease in net purchasing power, calculated as described above, is included in our financial statements under price-level restatements, which is included in net income. Historically, substantially all of our revenue, expenses, assets and liabilities have been denominated in Chilean pesos, other than our U.S. dollar denominated debt. As a result, inflation in the value of the Chilean peso has generally resulted in price-level restatements that are gains on our income statement while deflation in the value of the Chilean peso has generally resulted in price-level restatements that are losses on our income statement. Beginning on January 1, 2011, we will begin reporting our financial statements in accordance with IFRS, rather than Chilean GAAP. IFRS does not require inflationary adjustments for companies in countries, like Chile, that are not hyperinflationary. Therefore, under IFRS, we will not adjust our financial statements for inflation. Although we will no longer recognize these variations in our financial statements, inflation or deflation of the Chilean peso will continue to have a real impact on the purchasing power of our net assets. Chile has experienced high levels of inflation in the past, although Chilean inflation has been more moderate in recent years. High levels of inflation in Chile could materially and adversely affect the Chilean economy or our business. Inflation for 2007 and 2008 were 7.8% and 7.1%, respectively, as reported by the INE. In 2009, Chile experienced deflation of 1.4%, and accumulated inflation for the first nine months of 2010 was 2.2%, as reported by the INE. The impact of inflation on our revenue is partially offset by our Concession revenue formula, which adjusts our revenue based on changes in the Cost Index. 18% and 27% of the Cost Index for Alsacia and Express, respectively, are based on changes in the level of inflation or deflation in the Chilean peso. As a result, we expect that the impact of inflation will be somewhat offset by adjustments to our revenue.

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Results of Operations AlsaciaComparison of the Nine Months Ended September 30, 2009, to the Nine Months Ended September 30, 2010 Revenue. Alsacias total revenue increased 8.8% to Ch$54,732 million in the first nine months of 2010 compared to Ch$50,311 million in the first nine months of 2009 as shown below.
Nine Months Ended September 30, 2009 2010 (Millions of constant Ch$ as of September 30, 2010) % Change

Revenue from passenger transportation services . . . . . . . . . . . . . . . . . . . . . . . . . Advertising revenue . . . . . . . . . . . . . . . . . Total revenue . . . . . . . . . . . . . . . . . . . . . . .

50,219 92 50,311

54,544 188 54,732

8.6% 104.3% 8.8%

Revenue from Passenger Transportation. Alsacias revenue from passenger transportation services increased 8.6% to Ch$54,544 million in the first nine months of 2010 compared to Ch$50,219 million in the first nine months of 2009. The table below summarizes the major components of this change.
Nine Months Ended September 30, 2009 2010 % Change

Base Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . Variable Revenue . . . . . . . . . . . . . . . . . . . . . . . Potential revenue . . . . . . . . . . . . . . . . . . . . . . . Service Fulfillment Ratio . . . . . . . . . . . . . . . . . Realized revenue after Service Fulfillment Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Discounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reimbursement for Transantiago expenses . . . Revenue Price-level restatements and other adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . Total Revenue from passenger transportation services (Millions of constant Ch$ as of September 30, 2010) . . . . . . . . . . . . . . . . . . .

19,985 25,717

21,093 29,909

5.5% 16.3% 11.6% -0.8% 10.7% -62.1% 2.8% -70.7%

45,702 51,002 97.5% 96.8% 44,605 (1,118) 4,975 1,757 49,342 (424) 5,112 514

50,219

54,544

8.6%

Alsacias Base Revenue increased 5.5% to Ch$21,093 million in the first nine months of 2010 compared to Ch$19,985 million in the first nine months of 2009, as a result of a 5.2% increase in Alsacias average Cost Index between these two periods. Alsacias Variable Revenue increased 16.3% to Ch$29,909 million in the first nine months of 2010 compared to Ch$25,717 million in the first nine months of 2009. The main reasons for this increase were: (i) an increase in average payment per passenger (Pago por Pasajero Transportado, or PPT) of 11% to Ch$296 in the first nine months of 2010 compared to Ch$267 in the first nine months of 2009 and (ii) an increase in Passenger Validations of 4.6% to 101 million in the first nine months of 2010 compared to 96 million in the first nine months of 2009. The 11% increase in average PPT was substantially explained by the variation of the following components within its formula: an 8.1% increase in scheduled route distance under Alsacias Operating Plans, a 5.5% increase in the average Cost Index, and a 1.3% increase in average Fleet Capacity. The increase in 98

Passenger Validations could be explained by the better economic conditions and the impact of the Ministrys campaign to fight fare evasion during the first nine months of 2010. Better economic conditions in Chile are demonstrated by an improvement in GDP and a reduction in unemployment in the twelve-month period ended September 30, 2010. The monthly economic activity index (Indicador Mensual de Actividad Econmica), which is prepared by the Chilean Central Bank as a measure of the Chilean GDP, increased 5.8% from 118.8 as of September 2009 to 125.7 as of September 2010. As of September 30, 2009 there were 298,000 people unemployed in Santiago compared to 234,000 as of September 30, 2010. The increase in Alsacias average Cost Index was due to changes in the Cost Indexs underlying macroeconomic variables (including, among others, the CPI, the cost of fuel and labor and the Ch$/U.S.$ Exchange Rate), all of which are measured based on indices prepared by the INE and the Chilean Central Bank. Service Fulfillment Ratio, which adjusts Base Revenue and Variable Revenue, decreased 0.8% to an average of 96.8% in the first nine months of 2010 compared to an average of 97.5% in the first nine months of 2009. In May 2009, calculation of the Service Fulfillment Ratio was modified to exclude any buses that did not board a new passenger for 30 minutes from Alsacias actual performance figures in order to include only buses moving in commercial service. This modification generally decreased Alsacias Service Fulfillment Ratio, even with no change in its operational performance. Beginning in October 2009, the Ministry introduced another modification in the calculation of the Service Fulfillment Ratio, adding a distance (kilmetro) measurement for each half hour of bus service. As a result of the October 2009 modification, the Service Fulfillment Ratio became known as ndice de Cumplimiento Plaza Kilmetro Hora, or ICPKH, rather than ndice de Cumplimiento Plaza Hora, or ICPH. These modifications made the Service Fulfillment Ratio more demanding and largely explain the decrease in Alsacias average Service Fulfillment Ratio in the first nine months of 2010 compared to the first nine months of 2009. Alsacias revenue from passenger transportation services is reduced by discounts applied by the Ministry using the ICF and the ICR, which totaled Ch$424 million in the first nine months of 2010 and Ch$1,118 million in the first nine months of 2009. All Transantiago service providers are required to pay Transantiago expenses in proportion to their individual revenue, including, among others, the 2.0% AFT fee and the fees for the Transantiago User Information System (Sistema de Informacin al Usuario de Transantiago). Alsacias share of Transantiago expenses totaled Ch$5,112 million in the first nine months of 2010 and Ch$4,975 million in the first nine months of 2009. However, pursuant to its agreements with Alsacia and the Ministry, the AFT pays all Transantiago expenses owed by Alsacia. Alsacia accounts for payments by the AFT on its behalf as revenue under reimbursement for Transantiago expenses and recognizes an equivalent offsetting amount under other operating expenses. Advertising Revenue. Alsacias advertising revenue increased 104.3% to Ch$188 million in the first nine months of 2010 compared to Ch$92 million in the first nine months of 2009. This increase was substantially explained by the effects of the macroeconomic crisis in 2009.

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Operating Expenses. Alsacias operating expenses increased 3.2% to Ch$46,739 million during the first nine months of 2010 compared to Ch$45,304 million in the first nine months of 2009. The table below summarizes the major components of this change.
Nine Months Ended September 30, 2009 2010 (Millions of constant Ch$ as of September 30, 2010) % Change

Operating expenses Labor . . . . . . . . . . . . . . . . . . . . . . . . . Fuel . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . Spare parts and maintenance . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . Total operating expenses . . . . . . . . . .

12,810 8,386 6,764 6,291 11,053 45,304

14,804 10,084 6,899 5,526 9,426 46,739

15.6% 20.2% 2.0% -12.2% -14.7% 3.2%

Labor expenses increased 15.6% to Ch$14,804 million in the first nine months of 2010 compared to Ch$12,810 million in the first nine months of 2009. This increase was largely explained by (i) an increase of Ch$1,550 million in employee bonuses, (ii) an increase of Ch$1,131 million in overtime pay, (iii) an increase of Ch$895 million in employee benefits due to changes in social laws, (iv) a payment of a Ch$128 million bonus to employees as a closing condition to negotiations with unions, (v) an increase of Ch$221 million in training expenses, and (vi) an increase of Ch$257 million in severance indemnification payments, all of which totaled Ch$4,182 million. Fuel expenses increased 20.2% to Ch$10,084 million during the first nine months of 2010 compared to Ch$8,386 million in the first nine months of 2009. During this period, the kilometers traveled by Alsacias buses increased 12%, leading to an increase in diesel fuel consumption of 5.3%, which, combined with a 15% increase in the price of diesel fuel during the same period, explains the increase in fuel expenses. Alsacia implemented a fuel savings program in 2010, which explains the lower fuel consumption per kilometer traveled by Alsacias buses. Depreciation and amortization expenses from operating assets increased 2.0% to Ch$6,899 million in the first nine months of 2010 compared to Ch$6,764 million in the first nine months of 2009. This small increase was due to an increase in the value of Alsacias depreciable assets. Spare parts and maintenance expenses decreased 12.2% to Ch$5,526 million in the first nine months of 2010 compared to Ch$6,291 million in the first nine months of 2009. This decrease was due primarily to Alsacias investment in the updating of its buses during 2009, which required more maintenance and spare parts in 2009 compared to 2010. Other expenses decreased 14.7% to Ch$9,426 million in the first nine months of 2010 compared to Ch$11,053 million in the first nine months of 2009. This decrease was primarily a result of a Ch$878 million decrease in Alsacias overhaul provision in the first nine months of 2010 compared to the first nine months of 2009. Alsacia began accounting for overhaul provision in 2009, and during 2009 it was unusually high as it accounted for expenses that would have been accounted for in prior periods had there been such a provision. During 2010, Alsacia decreased its overhaul provision due to a reassessment of the wear and tear on key bus components and a reduction in expected overhaul expenses based on the identification of better overhauling service alternatives. The remaining difference in other expenses was mainly explained by a decrease in expenses from third-party services.

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Administrative and Selling Expenses. Alsacias administrative and selling expenses decreased 0.9% to Ch$4,552 million in the first nine months of 2010 compared to Ch$4,593 million in the first nine months of 2009. The table below summarizes the major components of this change.
Nine Months Ended September 30, 2009 2010 (Millions of constant Ch$ as of September 30, 2010) % Change

Administrative and selling expenses Labor . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . Total administrative and selling expenses . . . . . . . . . . . . . . . . . . . .

2,327 989 1,277 4,593

1,830 817 1,905 4,552

-21.4% -17.4% 49.2% -0.9%

Labor expenses decreased 21.4% to Ch$1,830 million in the first nine months of 2010 compared to Ch$2,327 million in the first nine months of 2009. This decrease was principally due to a decrease in the number of administrative employees, resulting primarily from Alsacias outsourcing of certain planning functions to a third party, BIG Services SpA, in 2010, and a decrease in severance payments, which were higher in the first nine months of 2009 because certain executives left the Alsacia during that period. Depreciation and amortization expenses from administrative and selling assets decreased 17.4% to Ch$817 million in the first nine months of 2010 compared to Ch$989 million in the first nine months of 2009. This decrease was substantially explained by less amortization of expenses related to IASA de Colombia S.A., an affiliate of Alsacia, and fewer software amortizations. Other expenses increased 49.2% to Ch$1,905 million in the first nine months of 2010 compared to Ch$1,277 million in the first nine months of 2009. This increase was primarily the result of an increase in general expenses for services from third parties, due principally to Alsacias outsourcing of certain planning functions to BIG Services SpA in 2010 and an increase in the lease expense of Alsacias Maip Terminal due to a contractual ramp up in the amount of monthly lease payments. Non-operating Income (Loss). Alsacias non-operating income decreased 95.7% to Ch$186 million in the first nine months of 2010 compared to Ch$4,332 million in the first nine months of 2009. The table below summarizes the major components of this change.
Nine Months Ended September 30, 2009 2010 (Millions of constant Ch$ as of September 30, 2010) % Change

Non-operating income Interest expenses . . . . . . . . . . . . . . . . Other non-operating income . . . . . . . Price-level restatements . . . . . . . . . . Foreign exchange rate differences . . Loss from investment in related company . . . . . . . . . . . . . . . . . . . . Total non-operating income . . . . . . .

(3,533) 40 (2,445) 10,991 (721) 4,332

(2,986) 243 1,312 2,171 (552) 186

-15.5% 507.5% 153.6% -80.2% 23.4% -95.7%

The decrease in interest expenses in the first nine months of 2010 compared to the first nine months of 2009 was a result of a decrease in Alsacias outstanding debt, a decrease in the prevailing interest rate on Alsacias floating interest rate debt and a decrease in the Chilean peso/U.S. dollar exchange rate. 101

The fluctuation in price-level restatements is discussed above under OverviewImpact of inflation and price-level restatement. The fluctuation in foreign exchange rate differences is discussed above under OverviewCurrency fluctuations. Loss from investment in related company relates solely to Alsacias investment in 16% of the equity of Eco Uno, which is a holding company that owns 99.998% of Express. Changes in the value of this investment primarily reflect Expresss financial performance over the same period, which is discussed below. These changes are presented net of any interest expenses recognized by Eco Uno on certain intercompany debt to its parent company during the period. Income Tax and Asset Tax. The statutory Chilean corporate income tax rate was 17% in September 2010 and 2009. In the first nine months of 2009 and in the first nine months of 2010, the company did not recognize any expenses related to taxes, given that the company had losses for both periods. The losses during the nine months ended September 30, 2009 and 2010 created deferred tax benefits, given that Alsacia generated tax losses in prior years that were carried forward to these periods. In accordance with Chilean tax law, losses may be carried forward and back indefinitely. Tax losses are non-transferable and may be used only by the taxpayer that incurred the losses. ExpressComparison of the Nine Months Ended September 30, 2009, to the Nine Months Ended September 30, 2010 Revenue. Expresss total revenue increased 11.9% to Ch$70,844 million in the first nine months of 2010 compared to Ch$63,290 million in the first nine months of 2009 as shown below.
Nine Months Ended September 30, 2009 2010 (Millions of constant Ch$ as of September 30, 2010) % Change

Revenue from passenger transportation services . . . . . . . . . . . . . . . . . . . . . . . . . Advertising revenue . . . . . . . . . . . . . . . . . Total revenue . . . . . . . . . . . . . . . . . . . . . . .

62,987 303 63,290

70,334 510 70,844

11.7% 68.3% 11.9%

Revenue from Passenger Transportation. Expresss revenue from passenger transportation services increased 11.7% to Ch$70,334 million in the first nine months of 2010 compared to Ch$62,987 million in the first nine months of 2009. The table below summarizes the major components of this change.
Nine Months Ended September 30, 2009 2010 % Change

Base Revenue . . . . . . . . . . . . . . . . . . . . . . . . . Variable Revenue . . . . . . . . . . . . . . . . . . . . . . Potential revenue . . . . . . . . . . . . . . . . . . . . . . . Service Fulfillment Ratio . . . . . . . . . . . . . . . . Realized revenue after Service Fulfillment Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Discounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reimbursement for Transantiago expenses . . . Revenue Price-level restatements and other adjustments . . . . . . . . . . . . . . . . . . . . . . . . . Total revenue from passenger transportation services (Millions of constant Ch$ as of September 30, 2010) . . . . . . . . . . . . . . . . . . 102

22,869 39,920

24,383 48,158

6.6% 20.6% 15.5% -4.3% 10.6% 0.0% 0.0% 56.7%

62,789 72,541 97.8% 93.6% 61,399 0 0 1,891 67,881 0 0 2,963

62,987

70,334

11.7%

Expresss Base Revenue increased 6.6% to Ch$24,383 million in the first nine months of 2010 compared to Ch$22,869 million in the first nine months of 2009. This increase was substantially explained by a 5.9% increase in the average Cost Index between these two periods. Expresss Variable Revenue increased 20.6% to Ch$48,158 million in the first nine months of 2010 compared to Ch$39,920 million in the first nine months of 2009. This increase was substantially explained by two opposite movements: (i) an increase in average PPT of 22% to Ch$321 in the first nine months of 2010 compared to Ch$263 in the first nine months of 2009 and (ii) a decrease in Passenger Validations of 5.7% to 143 million in the first nine months of 2010 compared to 151 million in the first nine months of 2009. The 22% increase in average PPT was substantially explained by the variation of the following components within its formula: a 6.9% increase in scheduled route distance under Expresss Operating Plans; a 132% increase in the average Cost Index to 4.2 in the first nine months of 2010 compared to -13 in the first nine months of 2009; a 17% increase in bus passenger capacity; and the 5.7% decrease in Passenger Validations, which have an inverse effect on PPT and led to an increase of 5.4% in average PPT. The decrease in Passenger Validations resulted following the extension of Line 1 of the Metro subway, which overlaps, and therefore competes, with some of Expresss services. The increase in Expresss average Cost Index was due to changes in the Cost Indexs underlying macroeconomic variables (including, among others, the CPI, the cost of fuel and labor and the Ch$/U.S.$ Exchange Rate), all of which are measured based on indices prepared by the INE and the Chilean Central Bank. The Service Fulfillment Ratio, which adjusts Base Revenue and Variable Revenue, decreased 4.3% to an average of 93.6% in the first nine months of 2010 compared to an average of 97.8% in the first nine months of 2009. In May 2009, calculation of the Service Fulfillment Ratio was modified to exclude any buses that did not board a new passenger for 30 minutes from Expresss actual performance figures in order to include only buses moving in commercial service. This modification generally decreased Expresss Service Fulfillment Ratio, even with no change in its operational performance. Beginning in October 2009, the Ministry introduced another modification in the calculation of the Service Fulfillment Ratio, adding a distance (kilmetro) measurement for each half hour of bus service. These modifications made the Service Fulfillment Ratio more demanding and largely explain the decrease in Expresss average Service Fulfillment Ratio in the first nine months of 2010 compared to the first nine months of 2009. Express accounts for discounts under its Concession as expenses, rather than reductions in revenue. Therefore, Express does not show any discounts in the table above. As with Alsacia, the AFT pays all Transantiago expenses on behalf of Express. However, unlike Alsacia, Express accounts for payments by the AFT and the expenses owed to Transantiago in a single, offsetting account. Therefore, Express does not show any reimbursement for Transantiago expenses in the table above. Advertising Revenue. Expresss advertising revenue increased 68.3% to Ch$510 million in the first nine months of 2010 compared to Ch$303 million in the first nine months of 2009. This increase was substantially explained by the effects of the macroeconomic crisis in 2009.

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Operating Expenses. Expresss operating expenses increased 17.8% to Ch$66,663 million in the first nine months of 2010 compared to Ch$56,604 million in the first nine months of 2009. The table below summarizes the major components of this change.
Nine Months Ended September 30, 2009 2010 (Millions of constant Ch$ as of September 30, 2010) % Change

Operating expenses Labor . . . . . . . . . . . . . . . . . . . . . . . . . Fuel . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . Spare parts and maintenance . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . Total operating expenses . . . . . . . . . .

15,888 11,648 12,744 8,624 7,700 56,604

16,660 13,816 12,855 10,519 12,813 66,663

4.9% 18.6% 0.8% 22.0% 66.4% 17.8%

Labor expenses increased 4.9% to Ch$16,660 million in the first nine months of 2010 compared to Ch$15,888 million in the first nine months of 2009. This increase was substantially explained by an increase of 11% in the number of employees between these periods, resulting primarily from an increase in operation control personnel in the streets, who monitor the timing of buses, increased maintenance personnel, as Express internalized certain processes, and additional bus drivers for new services. Fuel expenses increased 18.6% to Ch$13,816 million in the first nine months of 2010 compared to Ch$11,648 million in the first nine months of 2009. During this period, the kilometers traveled by Expresss buses increased 3.9%, leading to an increase in diesel fuel consumption of 2.0%, which, combined with the 15% increase in the price of diesel fuel during the same period, largely explains the increase in fuel expenses. Express implemented a fuel savings program in 2010, which explains the lower fuel consumption per kilometer traveled by Expresss buses. Depreciation and amortization expenses from operating assets increased 0.8% to Ch$12,855 million in the first nine months of 2010 compared to Ch$12,744 million in the first nine months of 2009. This small increase was mainly due to an increase in the value of Expresss depreciable assets. Spare parts and maintenance expenses increased 22.0% to Ch$10,519 million in the first nine months of 2010 compared to Ch$8,624 million in the first nine months of 2009. This increase was mainly due to a 3.9% increase in the number of kilometers traveled by Expresss buses, as required by changes in Expresss Operating Plans, and Expresss updating of its bus maintenance program during 2010 to meet the needs of its aging buses. Other expenses increased 66.4% to Ch$12,813 million in the first nine months of 2010 compared to Ch$7,700 million in the first nine months of 2009. This increase was primarily due to Expresss decision to account for the portion of the Service Fulfillment Ratio discount associated with the distance component, which was added in October 2009 and which totaled Ch$3,321 million in the first nine months of 2010, as an expense during the first nine months of 2010.

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Administrative and Selling Expenses. Expresss administrative and selling expenses decreased 3.9% to Ch$4,631 million in the first nine months of 2010 compared to Ch$4,821 million in the first nine months of 2009. The table below summarizes the major components of this change.
Nine Months Ended September 30, 2009 2010 (Millions of constant Ch$ as of September 30, 2010) % Change

Administrative and selling expenses Labor . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . Total administrative and selling expenses . . . . . . . . . . . . . . . . . . . .

2,318 268 2,235 4,821

2,105 308 2,218 4,631

-9.2% 14.9% -0.7% -3.9%

Labor expenses decreased 9.2% to Ch$2,105 million in the first nine months of 2010 compared to Ch$2,318 million in the first nine months of 2009. This decrease was a result of a decrease in Expresss contributions to workers unions and the resignation of Expresss CEO in 2010, which decreased Expresss salary obligations. Other expenses decreased 0.7% to Ch$2,218 million in the first nine months of 2010 compared to Ch$2,235 million in the first nine months of 2009. This decrease was a mainly due to a decrease in Expresss facility rental expenses. Depreciation and amortization expenses from administrative and selling assets increased 14.9% to Ch$308 million in the first nine months of 2010 compared to Ch$268 million in the first nine months of 2009. This increase was mainly due to an increase in the value of Expresss depreciable assets. Non-Operating Income (Loss). Expresss non-operating income (loss) increased 56.0% to a loss of Ch$3,772 million in the first nine months of 2010 compared to a loss of Ch$8,576 million in the first nine months of 2009. The table below summarizes the major components of this change.
Nine Months Ended September 30, 2009 2010 (Millions of constant Ch$ as of September 30, 2010) % Change

Non-operating loss Interest expenses . . . . . . . . . . . . . . . . . . . . Other non-operating income (expenses) . . . . . . . . . . . . . . . . . . . Price-level restatements . . . . . . . . . . Foreign exchange rate differences . . Total non-operating loss . . . . . . . . . .

(4,309) (90) (3,042) (1,135) (8,576)

(3,790) 430 (806) 394 (3,772)

-12.0% 577.8% -73.5% 134.7% 56.0%

The decrease in interest expenses in the first nine months of 2010 compared to the first nine months of 2009 was a result of a decrease in Expresss outstanding debt, a decrease in the prevailing interest rate on Expresss floating interest rate debt and a decrease in the Chilean peso/U.S. dollar exchange rate. The increase in other non-operating income (expenses) to income of Ch$430 million in the first nine months of 2010 compared to an expense of Ch$90 million in the first nine months of 2009 was due to the 105

reimbursement of Express by the AFT for operating expenses incurred by Express in the previous years due to the Ministrys failure to implement fleet control systems as required by the Concession Agreements. The fluctuation in price-level restatements is discussed above under OverviewImpact of inflation and price-level restatement. The fluctuation in foreign exchange rate differences is discussed above under OverviewCurrency fluctuations. AlsaciaComparison of the Year Ended December 31, 2008, to the Year Ended December 31, 2009 Revenue. Alsacias total revenue decreased 5.9% to Ch$66,658 million in 2009 compared to Ch$70,866 million in 2008 as shown below.
Year ended December 31, 2008 2009 (Millions of constant Ch$ as of December 31, 2009) % Change

Revenue from passenger transportation services . . . . . . . . . . . . . . . . . . . . . . . . . Advertising revenue . . . . . . . . . . . . . . . . . Total revenue . . . . . . . . . . . . . . . . . . . . . . .

70,691 175 70,866

66,470 188 66,658

-6.0% 7.4% -5.9%

Revenue from Passenger Transportation. Alsacias Revenue from passenger transportation services decreased 6.0% to Ch$66,470 million in 2009 compared to Ch$70,691 million in 2008. The table below summarizes the major components of this change.
Year ended December 31, 2008 2009 % Change

Base Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . Variable Revenue . . . . . . . . . . . . . . . . . . . . . . . Potential revenue . . . . . . . . . . . . . . . . . . . . . . . Service Fulfillment Ratio . . . . . . . . . . . . . . . . . Realized revenue after Service Fulfillment Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Discounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reimbursement for Transantiago expenses . . . Revenue Price-level restatements and other adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . Total revenue from passenger transportation services (Millions of constant Ch$ as of December 31, 2009) . . . . . . . . . . . . . . . . . . .

19,036 45,941

27,619 35,988

45.1% -21.7% -2.1% -1.2% -3.3% 274.9% 9.0% -85.1%

64,977 63,607 97.9% 96.7% 63,607 (363) 5,553 1,884 61,495 (1,361) 6,055 281

70,691

66,470

-6.0%

Alsacias Base Revenue increased 45.1% to Ch$27,619 million in 2009 compared to Ch$19,036 million in 2008. This increase was the result of an amendment to Alsacias Concession Agreement, partially offset by a decrease in Alsacias Cost Index. On November 9, 2007, the Ministry and Alsacia entered into an amendment to Alsacias Concession Agreement that, effective June 22, 2008, shifted a portion of Variable Revenue into Base Revenue in the Concession revenue formula. Prior to adjustment for the Cost Index or seasonality, monthly Base Revenue under this amendment was increased from Ch$390 million prior to June 22, 2008 to Ch$2,724 million on or after June 22, 2008. Before application of the Cost Index, this caused total Base Revenue to increase 45% to Ch$27,617 million in 2009 compared to Ch$19,036 million in 2008. The Ministry and Alsacia agreed to this 106

amendment to maintain Alsacias expected revenue under the Concession Agreement, given that ridership was lower than anticipated. Similar amendments were made to the concession agreements of the other trunk line bus concession holders. The effects of this amendment were partially offset by a 32% decrease in Alsacias average Cost Index in 2009 compared to 2008. Alsacias Variable Revenue decreased 21.7% to Ch$35,988 million in 2009 compared to Ch$45,941 million in 2008. The main reasons for this decrease were (i) the November 9, 2007 amendment to the Concession Agreement mentioned above, which significantly reduced the ratio of Variable Revenue to Base Revenue through a one-time 35% decrease in PPT on July 1, 2008 (the first payment date after June 22, 2008, the effective date of the amendment), which affected all subsequent PPTs, given that each months PPT is calculated based on PPT from the previous month, and resulted in a 21% decrease in average PPT in 2009 compared to 2008, and (ii) a 1.8% decrease in actual Passenger Validations to 131 million in 2009 compared to 133 million in 2008. This decrease in Passenger Validations was primarily due to the macroeconomic recession in 2009. Alsacias Cost Index decreased 12% in December 2009 compared to December 2008, and Alsacias average Cost Index decreased 6.9% in 2009 compared to 2008. The decrease in the Cost Index, at the end of the year and on average, limited the increase in Base Revenue and contributed to the decrease in Variable Revenue in 2009 compared to 2008. The decrease in the Cost Index was a direct result of decreases in its underlying macroeconomic variables in 2009 compared to 2008, including the CPI (-2.3% in 2009 compared to +8.9% in 2009), fuel costs (-32% in 2009 compared to +31% in 2008), labor costs (5.8% in 2009 compared to 7.4% in 2008) and the Ch$/U.S.$ exchange rate (-25% in 2009 compared to +28% in 2008). The Service Fulfillment Ratio, which adjusts Base Revenue and Variable Revenue, decreased 1.2% to an average of 96.7% in 2009 compared to an average of 97.9% in 2008. In May 2009, calculation of the Service Fulfillment Ratio was modified to exclude any buses that did not board a new passenger for 30 minutes from Alsacias actual performance figures in order to include only buses moving in commercial service. This modification generally decreased Alsacias Service Fulfillment Ratio, even with no change in Alsacias operational performance. Beginning in October 2009, the Ministry introduced another modification in the calculation of the Service Fulfillment Ratio, adding a distance (kilmetro) measurement for each half hour of bus service. These modifications made the Service Fulfillment Ratio more demanding and largely explain the decrease in Alsacias average Service Fulfillment Ratio in 2009 compared to 2008. Alsacias revenue from passenger transportation services is reduced by discounts applied by the Ministry using the ICF and the ICR, which totaled Ch$1,361 million in 2009 and Ch$363 million in 2008. All Transantiago service providers are required to pay Transantiago expenses in proportion to their individual revenue, including, among others, the 2.0% AFT fee and the fees for the Transantiago User Information System. Alsacias share of Transantiago expenses totaled Ch$6,055 in 2009 and Ch$5,553 in 2008. Nevertheless, as discussed above, the Transantiago expenses owed by Alsacia are offset by equal payments from the AFT, which Alsacia accounts for as revenue under reimbursement for Transantiago expenses. Advertising Revenue. Alsacias advertising revenue increased 7.4% to Ch$188 million in 2009 compared to Ch$175 million in 2008.

107

Operating Expenses. Alsacias operating expenses increased 6.5% to Ch$60,230 million in 2009 compared to Ch$56,528 million in 2008. The table below summarizes the major components of this change.
Year ended December 31, 2008 2009 (Millions of constant Ch$ as of December 31, 2009) % Change

Operating expenses Labor . . . . . . . . . . . . . . . . . . . . . . . . . Fuel . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . Spare parts and maintenance . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . Total operating expenses . . . . . . . . . .

15,920 15,970 8,697 4,795 11,146 56,528

16,959 11,401 8,890 7,708 15,272 60,230

6.5% -28.6% 2.2% 60.8% 37.0% 6.5%

Labor expenses increased 6.5% to Ch$16,959 million in 2009 from Ch$15,920 million in 2008. This increase was a result of (i) a 5.6% increase in the average number of operating employees to 2,235 in 2009 compared to 2,116 in 2008 and (ii) an increase in average employee salary of 0.9% to Ch$632 thousand per month in 2009 compared to Ch$629 thousand per month in 2008. Depreciation and amortization expenses from operating assets increased 2.2% to Ch$8,890 million in 2009 compared to Ch$8,697 million in 2008. This increase was a result of Alsacias investment in new depreciable assets in 2009, primarily buses, and an increase in amortization expenses in 2009 related to Alsacias contribution to the Operating Technical Reserve. Alsacia ties the amortization of its contribution to the Operating Technical Reserve in each period to that periods revenue. Accordingly, any increase in revenue, like that between 2008 and 2009, is accompanied by an increase in amortization expense related to the contribution to the Operating Technical Reserve. Spare parts and maintenance expenses increased 60.8% to Ch$7,708 million in 2009 compared to Ch$4,795 million in 2008. This increase was substantially explained by (i) an increase in the kilometers traveled by Alsacias buses of 7.5% to 51 million in 2009 compared to 48 million in 2008, (ii) Alsacias implementation of a preventive maintenance program in 2009 and (iii) Alsacias updating of its bus maintenance program during 2009. Other expenses increased 37.0% to Ch$15,272 million in 2009 compared to Ch$11,146 million in 2008. This increase was primarily due to a Ch$3,604 million increase in Alsacias overhaul provision to Ch$2,546 million in 2009 compared to negative Ch$1,118 million in 2008. Alsacia increased its overhaul provision as a result of an updated assessment of this provision in 2009. Increases in other general expenses, partially offset by decreases in insurance expenses, explain the remaining Ch$522 million increase in other expenses. Fuel expenses decreased 28.6% to Ch$11,401 million in 2009 compared to Ch$15,970 million in 2008 due to a decrease in average diesel fuel prices of 32% to Ch$383 per liter in 2009 compared to Ch$563 per liter in 2008. The effect of the decrease in average diesel prices was partially offset by a 7.5% increase in kilometers traveled by Alsacias buses, which led an 8.8% increase in fuel consumption.

108

Administrative and Selling Expenses. Alsacias administrative and selling expenses increased 32.6% to Ch$6,613 million in 2009 compared to Ch$4,989 million in 2008. The table below summarizes the major components of this change.
Year ended December 31, 2008 2009 (Millions of constant Ch$ as of December 31, 2009) % Change

Administrative and selling expenses Labor . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . Total administrative and selling expenses . . . . . . . . . . . . . . . . . . . .

2,187 909 1,893 4,989

3,196 1,234 2,183 6,613

46.1% 35.8% 15.3% 32.6%

Labor expenses for Alsacias administrative staff increased 46.1% to Ch$3,196 million in 2009 compared to Ch$2,187 million in 2008. This increase was substantially due to (i) a 7.8% increase in the average number of administrative employees to 153 in 2009 compared to 142 in 2008, which was due to the requirements of the new bus terminals that started service in 2009, (ii) an increase in average administrative employee salary of 46% to Ch$1,746 thousand per month in 2009 compared to Ch$1,287 thousand per month in 2008 due to contractual obligations to match changes in the CPI, which increased 1.5% in 2009 compared to 2008 and (iii) increases in bonus and employee severance expenses. Depreciation and amortization expenses from administrative and selling assets increased 35.8% to Ch$1,234 million in 2009 compared to Ch$909 million in 2008. This increase was due to increases in software amortization and amortization of expenses related to affiliated companies in 2009. Other expenses increased 15.3% to Ch$2,183 million in 2009 compared to Ch$1,893 million in 2008. This increase was primarily due to modifications to Alsacias Concession Agreement and related laws in 2009, which required Alsacia to increase expenditures related to external consultant and legal fees. Non-operating Income (Loss). Alsacias non-operating income (loss) increased 154.7% to income of Ch$8,739 million in 2009 compared to a loss of Ch$15,972 million in 2008
Year ended December 31, 2008 2009 (Millions of constant Ch$ as of December 31, 2009) % Change

Non-operating income (loss) Interest expenses . . . . . . . . . . . . . . . . Other non-operating expenses . . . . . . Price-level restatements . . . . . . . . . . Foreign exchange rate differences . . Profit (loss) from Investment in related company . . . . . . . . . . . . . . Total non-operating income (loss) . .

(5,309) (131) 6,390 (17,413) 491 (15,972)

(3,993) (389) (1,975) 15,501 (404) 8,739

-24.8% 196.9% -130.9% 189.0% -182.3% 154.7%

The decrease in interest expenses in 2009 compared to 2008 was a result of a decrease in Alsacias outstanding debt, a decrease in the prevailing interest rate on Alsacias floating interest rate debt and a decrease in the Chilean peso/U.S. dollar exchange rate.

109

The fluctuation in price-level restatements is discussed above under OverviewImpact of inflation and price-level restatement. The fluctuation in foreign exchange rate differences is discussed above under OverviewCurrency fluctuations. Profit (loss) from investment in related company relates solely to Alsacias investment in 16% of the equity of Eco Uno, which is a holding company that owns 99.998% of Express. Changes in the value of this investment primarily reflect Expresss financial performance over the same period, which is discussed below. These changes are presented net of any interest expenses recognized by Eco Uno on certain intercompany debt to its parent company during the period. ExpressComparison of the Year Ended December 31, 2008, to the Year Ended December 31, 2009 Revenue. Expresss total revenue decreased 5.6% to Ch$86,065 million in 2009 compared to Ch$91,183 million in 2008 as shown below.
Year ended December 31, 2008 2009 (Millions of constant Ch$ as of December 31, 2009) % Change

Revenue from passenger transportation services . . . . . . . . . . . . . . . . . . . . . . . . . Advertising and other revenue . . . . . Total Revenue . . . . . . . . . . . . . . . . . .

90,720 463 91,183

85,560 505 86,065

-5.7% 9.1% -5.6%

Revenue from Passenger Transportation. The decrease in Expresss total revenue to Ch$86,065 million in 2009 compared to Ch$91,183 million in 2008 was primarily due to a reduction in Expresss Cost Index in 2009, which resulted from decreases in oil prices and inflation in 2009 compared to 2008. During 2008 there were also changes in Expresss Base Revenue and Variable Revenue mix that mostly offset each other. Expresss revenue from passenger transportation services decreased 5.7% to Ch$85,560 million in 2009 compared to Ch$90,720 million in 2008. The table below summarizes the major components of this change.
Year ended December 31, 2008 2009 % Change

Base Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . Variable Revenue . . . . . . . . . . . . . . . . . . . . . . . Potential revenue . . . . . . . . . . . . . . . . . . . . . . . Service Fulfillment Ratio . . . . . . . . . . . . . . . . . Realized revenue after Service Fulfillment Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Discounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reimbursement for Transantiago expenses . . . Revenue Price-level restatements and other adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . Total revenue from passenger transportation services (Millions of constant Ch$ as of December 31, 2009) . . . . . . . . . . . . . . . . . . .

22,118 70,746

31,670 55,770

43.2% -21.2% -5.8% 0.1% -5.7% 0.0% 0.0% -4.8%

92,864 87,440 96.2% 96.4% 89,374 0 0 1,346 84,278 0 0 1,282

90,720

85,560

-5.7%

Expresss Base Revenue increased 43.2% to Ch$31,670 million in 2009 compared to Ch$22,118 million in 2008. This increase was the result of an amendment to Expresss Concession Agreement, partially offset by a decrease in Expresss Cost Index. On November 13, 2007, the Ministry and Express entered into an amendment 110

to Expresss Concession Agreement that, effective June 22, 2008, shifted a portion of Variable Revenue into Base Revenue in the Concession revenue formula. Prior to adjustment for the Cost Index or seasonality, monthly Base Revenue under this amendment was increased from Ch$462 million prior to June 22, 2008 to Ch$3,179 million on or after June 22, 2008. Before application of the Cost Index, this caused total Base Revenue to increase 74% to Ch$38 million in 2009 compared to Ch$21 million in 2008. The Ministry and Express agreed to this amendment to maintain Expresss expected revenue under the Concession Agreement, given that ridership was lower than anticipated. Similar amendments were made to the concession agreements of the other trunk line bus concession holders. The effects of this amendment were partially offset by 8.8% decrease in Expresss average Cost Index in 2009 compared to 2008, from decreases in oil prices and inflation in 2009 compared to 2008. Expresss Variable Revenue decreased 21.2% to Ch$55,770 million in 2009 compared to Ch$70,746 million in 2008. The main reasons for this decline were (i) the November 13, 2007 amendment to the Concession Agreement mentioned above, which significantly reduced the ratio of Variable Revenue to Base Revenue through a one time 30% decrease in PPT on July 1, 2008 (the first payment date after June 22, 2008, the effective date of the amendment), which affected all subsequent PPTs, given that each months PPT is calculated based on PTT from the previous month, and resulted in a 21% decrease in average PPT in 2009 compared to 2008, and (ii) a 1.9% decrease in actual Passenger Validations to 204 million in 2009 compared to 208 million in 2008. This decrease in Passenger Validations was primarily due to the macroeconomic recession in 2009. Expresss Cost Index decreased 8.8% to 112 in December 2009 compared to 125 in December 2008, and Expresss average Cost Index decreased 8.1% in 2009 compared to 2008. The decrease in the Cost Index, at the end of the year and on average, limited the increase in Base Revenue and contributed to the decrease in Variable Revenue in 2009 compared to 2008. The decrease in the Cost Index was a direct result of decreases in its underlying macroeconomic variables in 2009 compared to 2008, including the CPI (-2.3% in 2009 compared to +8.9% in 2009), fuel costs (-32% in 2009 compared to +31% in 2008), labor costs (5.8% in 2009 compared to 7.4% in 2008) and the Ch$/U.S.$ exchange rate (-25% in 2009 compared to +28% in 2008). The Service Fulfillment Ratio, which adjusts Base Revenue and Variable Revenue, increased 0.1% to an average of 96.4% in 2009 compared to an average of 96.2% in 2008. In May 2009, calculation of the Service Fulfillment Ratio was modified to exclude any buses that did not board a new passenger for 30 minutes from Expresss actual performance figures in order to include only buses moving in commercial service. This modification generally decreased Expresss Service Fulfillment Ratio, even with no change in Expresss operational performance. Beginning in October 2009, the Ministry introduced another modification in the calculation of the Service Fulfillment Ratio, adding a distance (kilmetro) measurement for each half hour of bus service. These modifications made the Service Fulfillment Ratio more demanding and limited the increase in Expresss average Service Fulfillment Ratio 2009 compared to 2008, despite Expresss improved performance between these periods. As discussed above, Express accounts for discounts as expenses, rather than reductions to revenue, and includes all Transantiago expenses in a single, offsetting account with the equal payments from the AFT. Therefore, no discounts or reimbursement for Transantiago expenses are shown in the table above. Advertising Revenue. Expresss advertising revenue increased 9.1% to Ch$505 million in 2009 compared to Ch$463 million in 2008. Express changed its marketing company in 2008, and advertising sales have subsequently increased.

111

Operating Expenses. Expresss operating expenses decreased 5.5% to Ch$75,172 million in 2009 compared to Ch$79,578 million in 2008. The table below summarizes the major components of this change.
Year ended December 31, 2008 2009 (Millions of constant Ch$ as of December 31, 2009) % Change

Operating expenses Labor . . . . . . . . . . . . . . . . . . . . . . . . . Fuel . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . Spare parts and maintenance . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . Total operating expenses . . . . . . . . . .

18,809 21,855 16,254 11,770 10,890 79,578

20,957 15,934 16,684 9,934 11,663 75,172

11.4% -27.1% 2.6% -15.6% 7.1% -5.5%

Labor expenses increased 11.4% to Ch$20,957 million in 2009 compared to Ch$18,809 million in 2008. This increase was mainly a result of (i) a 7.6% increase in the average number of operating employees to 3,160 in 2009 compared to 2,936 in 2008, which was primarily due to the requirements of increased scheduled route distance and additional en-route operational execution control, and (ii) an increase in average employee salary of 3.5% to Ch$553 thousand per month in 2009 compared to Ch$534 thousand per month in 2008. Fuel expenses decreased 27.1% to Ch$15,934 million in 2009 compared to Ch$21,855 million in 2008 largely due to a decrease in average diesel fuel prices of 32% to Ch$383 per liter in 2009 compared to Ch$563 per liter in 2008. The decrease in average diesel fuel prices was partially offset by a 7.3% increase in kilometers traveled by Expresss buses, which caused a 9.3% increase in diesel consumption in 2009 compared to 2008. Spare parts and maintenance expenses decreased 15.6% to Ch$9,934 million in 2009 compared to Ch$11,770 million in 2008 due mainly to the reversal of a Ch$1,843 million maintenance allowance in 2009. Other expenses increased 7.1% to Ch$11,663 million in 2009 compared to Ch$10,890 million in 2008 primarily due to a Ch$1,418 million increase in the discounts applied under Expresss Concession Agreement, which Express accounts for as expense rather than reductions in revenue, in 2009 compared to 2008, partially offset by decreases in general and third-party service expenses. Depreciation and amortization expenses from operating assets increased 2.6% to Ch$16,684 million in 2009 compared to Ch$16,254 million in 2008 primarily due to Expresss investment in new depreciable assets in 2009, primarily buses, and an increase in 2009 of amortization expenses related to Expresss contribution to the Operating Technical Reserve. Express, like Alsacia, ties the amortization of its contribution to the Operating Technical Reserve in each period to that periods revenue. Accordingly, any increase in revenue, like that between 2008 and 2009, is accompanied by an increase in amortization expenses related to the contribution to the Operating Technical Reserve.

112

Administrative and Selling Expenses. Expresss administrative and selling expenses increased 14.7% to Ch$6,464 million in 2009 compared to Ch$5,635 million in 2008. The table below summarizes the major components of this change.
Year ended December 31, 2008 2009 (Millions of constant Ch$ as of December 31, 2009) % Change

Administrative and selling expenses Labor . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . Total administrative and selling expenses . . . . . . . . . . . . . . . . . . . .

2,402 275 2,958 5,635

3,167 364 2,933 6,464

31.8% 32.4% -0.8% 14.7%

Labor expenses increased 31.8% to Ch$3,167 million in 2009 compared to Ch$2,402 million in 2008. This increase was principally caused by contributions paid to the workers union, an 5.9% increase in the average number of employees and an inflationary restatement of wages in 2009. Depreciation and amortization expenses from administrative and selling assets increased 32.4% to Ch$364 million in 2009 compared to Ch$275 million in 2008 due to Expresss acquisition of new depreciable administrative and selling assets in 2009. Other expenses decreased 0.8% to Ch$2,933 million in 2009 compared to Ch$2,958 million in 2008. Non-operating Income (Loss). Expresss non-operating loss increased 540.7% to Ch$9,252 million in 2009 compared to Ch$1,444 million in 2008. The table below summarizes the major components of this change.
Year ended December 31, 2008 2009 (Millions of constant Ch$ as of December 31, 2009) % Change

Non-operating loss Interest expenses . . . . . . . . . . . . . . . . Other non-operating expenses . . . . . . Price-level restatements . . . . . . . . . . Foreign exchange rate differences . . Total non-operating loss . . . . . . . . . .

(8,058) (192) (157) 6,963 (1,444)

(5,382) (179) (1,344) (2,347) (9,252)

-33.2% -6.8% -756.1% -133.7% 540.7%

The decrease in interest expenses in 2009 compared to 2008 was caused by a decrease in Expresss outstanding debt, a decrease in the prevailing interest rate on Expresss floating interest rate debt and a decrease in the Chilean peso/U.S. dollar exchange rate. The fluctuation in price-level restatements is discussed above under OverviewImpact of inflation and price-level restatement. The fluctuation in foreign exchange rate differences is discussed above under OverviewCurrency fluctuations.

113

AlsaciaComparison of the Year Ended December 31, 2007, to the Year Ended December 31, 2008 Revenue. Alsacias total revenue increased 42.0% to Ch$70,866 million in 2008 compared to Ch$49,918 million in 2007 as shown below.
Year ended December 31, 2007 2008 (Millions of constant Ch$ as of December 31, 2009) % Change

Revenue from passenger transportation services . . . . . . . . . . . . . . . . . . . . . . . . . Advertising revenue . . . . . . . . . . . . . . . . . Total Revenue . . . . . . . . . . . . . . . . . . . . . .

49,687 231 49,918

70,691 175 70,866

42.3% -24.2% 42.0%

Alsacias revenue from passenger transportation services increased 42.3% to Ch$70,691 million in 2008 compared to Ch$49,687 million in 2007. A significant portion of the increase in Alsacias revenue was explained by an increase in the Cost Index and in the scale of Alsacias operations during 2008. The Cost Index was first applied to Alsacias revenue formula in July 2007. During 2007 there were significant changes to Alsacias revenue formula under its Concession Agreement that made 2007 and 2008 revenue not fully comparable. The most significant of these changes are listed below. Prior to February 8, 2007, Alsacias Concession revenue was composed of direct fares collected from passengers, in cash, on board Alsacias buses. The price of these passenger fares was determined by the Ministry. Starting on February 9, 2007 Alsacia stopped collecting cash on its buses as the Transantiago electronic payment system became operational. Since February 9, 2007, Alsacias revenue has not been directly related to the fares that Alsacias passengers pay, which are managed by the AFT, but rather to the Concession revenue formula. The revenue formula is based on Base Revenue plus Variable Revenue, adjusted by the Service Fulfillment Ratio, minus any discounts. Variable Revenue is based on PPT multiplied by the number of Passenger Validations received on Alsacias buses. PPT is adjusted by the Cost Index, the scheduled route distances set forth in Operating Plans, the passenger capacity of Alsacias bus fleet and inversely to Passenger Validations. Due to initial limitations in the information provided by the electronic payment system, between February 9, 2007 and June 30, 2007, Alsacia was paid according to reference Passenger Validations set forth in the Concession Agreement and not according to actual Passenger Validations. Beginning on July 1, 2007, the following were integrated into the Concession revenue formula: actual Passenger Validations, as recorded by the electronic payment system; the Cost Index; and the Service Fulfillment Ratio.

In addition to the 2007 changes to the Concession revenue formula, beginning on June 22, 2008, due to the November 9, 2007 amendment to the Concession Agreement, Base Revenue was increased as a component of total revenue, increasing from 6.9% to over 45% of total revenue between June 2008 and July 2008. Advertising Revenue. Alsacias advertising revenue decreased 24.2% to Ch$175 million in 2008 compared to Ch$231 million in 2007 largely due to approximately two months without sales of advertising in 2008. 114

Operating Expenses. Alsacias operating expenses increased 46.6% to Ch$56,528 million in 2008 compared to Ch$38,557 million in 2007 due to a significant increase in the scale of Alsacias operations. The table below summarizes the major components of this change.
Year ended December 31, 2007 2008 (Millions of constant Ch$ as of December 31, 2009) % Change

Operating expenses Labor . . . . . . . . . . . . . . . . . . . . . . . . . Fuel . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . Spare parts and maintenance . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . Total operating expenses . . . . . . . . . .

13,278 10,129 5,201 3,849 6,100 38,557

15,920 15,970 8,697 4,795 11,146 56,528

19.9% 57.7% 67.2% 24.6% 82.7% 46.6%

Labor expenses increased 19.9% to Ch$15,920 million in 2008 compared to Ch$13,278 million in 2007. This increase was primarily due to (i) a 6.7% increase in the number of operating employees to 2,258 on December 31, 2008 compared to 2,116 on December 31, 2007 and (ii) an increase in average employee salary resulting from new union contracts. Fuel expenses increased 57.7% to Ch$15,970 million in 2008 compared to Ch$10,129 million in 2007. This increase was due to (i) a 31% increase in the average price of diesel fuel in 2008 compared to 2007 and (ii) a 35% increase in the kilometers traveled by Alsacias buses to 48 million 2008 compared to 36 million in 2007, which led to an increase of 31% in diesel fuel consumption. Depreciation and amortization expenses from operating assets increased 67.2% to Ch$8,697 million in 2008 compared to Ch$5,201 million in 2007. Alsacia carried out a technical study of its buses in 2008, as a result of which Alsacia reduced the remaining useful life of its buses from 13 years to 9 years. The effect of this reduction in useful life was a Ch$1,867 million increase in depreciation expenses in 2008. Additionally, Alsacia acquired 41 buses in 2008, which increased depreciation expenses by Ch$538 million in 2008 compared to 2007, and had increased amortization expenses in 2008 related to its contribution to the Operating Technical Reserve. The remaining increase in depreciation and amortization expenses was explained mainly by the start of operations of a new plant and the purchase of additional equipment and buses. Spare parts and maintenance expenses increased 24.6% to Ch$4,795 million in 2008 compared to Ch$3,849 million in 2007 mainly due to a 25% increase in the kilometers traveled by Alsacias buses to 48 million in 2008 compared to 36 million in 2007. Other expenses increased 82.7% to Ch$11,146 million in 2008 compared to Ch$6,100 million in 2007 due mainly to an increase in the scale of Alsacias operations.

115

Administrative and Selling Expenses. Alsacias administrative and selling expenses increased 18.8% to Ch$4,989 million in 2008 compared to Ch$4,201 million in 2007 due to an increase in the scale of Alsacias operations. The table below summarizes the major components of this change.
Year ended December 31, 2007 2008 (Millions of constant Ch$ as of December 31, 2009) % Change

Administrative and selling expenses Labor . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . Total administrative and selling expenses . . . . . . . . . . . . . . . . . . . .

2,159 379 1,663 4,201

2,187 777 2,025 4,989

1.3% 105.0% 21.8% 18.8%

Labor expenses increased 1.3% to Ch$2,187 in 2008 compared to $2,159 in 2007 due to an increase in Alsacias workforce in response to the increase in its scale of its operationsscheduled route distances in Alsacias Operating Plans increased 30% between 2007 and 2008. Depreciation and amortization expenses from administrative and selling assets increased 105.0% from Ch$379 million in 2007 to Ch$777 million in 2008 due primarily to an increase in deferred expenses related to the financing of IASA de Colombia S.A., Alsacias subsidiary. Other expenses increased 21.8% to Ch$2,025 million in 2008 compared to Ch$1,663 million in 2007 due to an increase in general expenses of 142% to Ch$1,630 million in 2008 compared to Ch$673 million in 2007, offset by decreases in other expenses. The increase in general expenses was primarily due to modifications to Alsacias Concession Agreement and related laws in 2009, which required Alsacia to increase expenditures related to external consultant and legal fees. Non-operating Income (Loss). Alsacias non-operating income (loss) decreased 317.5% to a loss of Ch$15,972 million in 2008 compared to income of Ch$7,345 million in 2007. The table below summarizes the major components of this change.
Year ended December 31, 2007 2008 (Millions of constant Ch$ as of December 31, 2009) % Change

Non-operating income (loss) Interest expenses . . . . . . . . . . . . . . . . Other non-operating income (expenses) . . . . . . . . . . . . . . . . . . . Price-level restatements . . . . . . . . . . Foreign exchange rate differences . . Profit from investment in related company . . . . . . . . . . . . . . . . . . . . Total non-operating income (loss) . .

(4,197) 593 5,062 3,856 2,031 7,345

(5,309) (131) 6,390 (17,413) 491 (15,972)

26.5% -122.1% 26.2% -551.6% -75.8% -317.5%

The increase in interest expense in 2008 compared to 2007 was caused by an increase in Alsacias outstanding debt, an increase in the prevailing interest rate on Alsacias floating interest rate debt and an increase in the Chilean peso/U.S. dollar exchange rate. The fluctuation in price-level restatements is discussed above under OverviewImpact of inflation and price-level restatement. The fluctuation in foreign exchange rate differences is discussed above under OverviewCurrency fluctuations. 116

The profit from investment in related company relates solely to Alsacias investment in 16% of the equity of Eco Uno, which is a holding company that owns 99.998% of Express. Changes in the value of this investment primarily reflect Expresss financial performance over the same period, which is discussed below. These changes are presented net of any interest expenses recognized by Eco Uno on certain intercompany debt to its parent company during the same period. ExpressComparison of the Year Ended December 31, 2007, to the Year Ended December 31, 2008 Revenue. Alsacias total revenue increased 36.2% to Ch$91,183 million in 2008 compared to Ch$66,924 million in 2007 as shown below.
Year ended December 31, 2007 2008 (Millions of constant Ch$ as of December 31, 2009) % Change

Revenue from passenger transportation services . . . . . . . . . . . . . . . . . . . . . . . . . Advertising and other revenue . . . . . . . . . Total revenue . . . . . . . . . . . . . . . . . . . . . . .

66,300 624 66,924

90,720 463 91,183

36.8% -25.8% 36.2%

Expresss Revenue from passenger transportation services increased 36.8% to Ch$90,720 million in 2008 compared to Ch$66,300 million in 2007. A significant portion of the increase in Expresss revenue was explained by an increase in the Cost Index and in the scale of operations during 2008. The Cost Index was first applied to Expresss revenue formula in July 2007. During 2007 there were significant changes to Expresss revenue formula under its Concession Agreement that made 2007 and 2008 revenue not fully comparable. The most significant of these changes are listed below. Prior to February 8, 2007, Expresss Concession revenue was composed of direct fares collected from passengers, in cash, on board Expresss buses. The price of these passenger fares was determined by the Ministry. Starting on February 9, 2007 Express stopped collecting cash on its buses as the Transantiago electronic payment system became operational. Since February 9, 2007, Expresss revenue has not been directly related to the fares that Express passengers pay, which are managed by the AFT, but rather to the Concession revenue formula. The revenue formula is based on Base Revenue plus Variable Revenue, adjusted by the Service Fulfillment Ratio. Variable Revenue is based on PPT multiplied by the number of Passenger Validations received on Expresss buses. PPT is adjusted by the Cost Index, the scheduled route distances set forth in Operating Plans, the passenger capacity of Expresss bus fleet and inversely to Passenger Validations. Due to initial limitations in the information provided by the electronic payment system, between February 9, 2007 and June 30, 2007, Express was paid according to reference Passenger Validations set forth in the Concession Agreement and not according to actual Passenger Validations. Beginning on July 1, 2007, the following were integrated into the Concession revenue formula: actual Passenger Validations, as recorded by the electronic payment system; the Cost Index; and the Service Fulfillment Ratio.

In addition to the 2007 changes to the Concession revenue formula, beginning on June 22, 2008, due to the November 13, 2007 amendment to the Concession Agreement, Base Revenue was increased as a component of total revenue, increasing from 6.1% to over 36% of total revenue between June 2008 and July 2008. 117

Advertising Revenue. Expresss advertising revenue decreased 25.8% to Ch$463 million in 2008 compared to Ch$624 million in 2007. A change in Expresss marketing company in 2008 was followed by decreased advertising sales during that year. Operating Expenses. Expresss operating expenses increased 34.3% to Ch$79,578 million in 2008 compared to Ch$59,270 million in 2007 due to a significant increase in the scale of Expresss operations. The table below summarizes the major components of this change.
Year ended December 31, 2007 2008 (Millions of constant Ch$ as of December 31, 2009) % Change

Operating expenses Labor . . . . . . . . . . . . . . . . . . . . . . . . . Fuel . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . Spare parts and maintenance . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . Total operating expenses . . . . . . . . . .

15,673 14,062 10,511 9,065 9,959 59,270

18,809 21,855 16,254 11,770 10,890 79,578

20.0% 55.4% 54.6% 29.8% 9.3% 34.3%

Fuel expenses increased 55.4% to Ch$21,855 million in 2008 compared to Ch$14,062 million in 2007. This increase resulted from a 31% increase in the average price of diesel fuel and an increase in the kilometers traveled by Expresss buses, resulting from increased scheduled route distances in Expresss Operating Plans, which led to a 33% increase in diesel fuel consumption in 2008. Labor expenses increased 20.0% to Ch$18,809 million in 2008 compared to Ch$15,673 million in 2007. This increase resulted from (i) an 18% increase in the average number of operating employees to 2,936 in 2008 compared to 2,494 in 2007 and (ii) an increase in average employee salary resulting from new union contracts. Depreciation and amortization expenses from operating assets increased 54.6% to Ch$16,254 million in 2008 compared to Ch$10,511 million in 2007. This increase resulted from an increase in the value of Expresss depreciable assets between 2007 and 2008, including the acquisition of 252 new buses in March 2007. Spare parts and maintenance expenses increased 29.8% to Ch$11,770 million in 2008 compared to Ch$9,065 million in 2007 mainly due to (i) a maintenance provision of Ch$1,843 million accounted for in 2008, (ii) an increase in the number the number of buses in Expresss fleet and (iii) an increase in the scale of Expresss operations. Other expenses increased 9.3% to Ch$10,890 million in 2008 compared to Ch$9,959 million in 2007 mainly due to the increase in the scale of Expresss operations, which led to an increase expenses related to, among other things, guard services and bus and facility leasing.

118

Administrative and Selling Expenses. Expresss administrative and selling expenses decreased 5.8% to Ch$5,635 million in 2008 compared to Ch$5,981 million in 2007. The table below summarizes the major components of this change.
Year ended December 31, 2007 2008 (Millions of constant Ch$ as of December 31, 2009) % Change

Administrative and selling expenses Labor . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . Total administrative and selling expenses . . . . . . . . . . . . . . . . . . . .

2,404 371 3,206 5,981

2,402 275 2,958 5,635

-0.1% -25.9% -7.7% -5.8%

Labor expenses remained nearly flat, decreasing 0.1% to Ch$2,402 million in 2008 compared to Ch$2,404 million in 2007. Depreciation and amortization expenses from administrative and selling assets decreased 25.9% to Ch$275 million in 2008 compared to Ch$371 million in 2007. In 2007, Express recognized an extraordinary amortization to account for the deterioration of pavements in its terminals, while 2008 had the normal rates according to Expresss amortization and depreciation schedule. Other expenses decreased 7.7% to Ch$2,958 million in 2008 compared to Ch$3,206 million in 2007 due to a decrease in expenses related to services from third parties. Non-operating Income (Loss). Expresss non-operating income (loss) decreased 109.5% to a loss of Ch$1,444 million in 2008 compared to income of Ch$15,129 million in 2007. The table below summarizes the major components of this change.
Year ended December 31, 2007 2008 (Millions of constant Ch$ as of December 31, 2009) % Change

Non-operating income (loss) Interest expenses . . . . . . . . . . . . . . . . Other non-operating income (expenses) . . . . . . . . . . . . . . . . . . . Price-level restatements . . . . . . . . . . Foreign exchange rate differences . . Total non-operating income (loss) . .

(6,430) 9,283 6,882 5,394 15,129

(8,058) (192) (157) 6,963 (1,444)

25.3% -102.1% -102.3% 29.1% -109.5%

The increase in interest expense in 2008 compared to 2007 was caused by an increase Expresss outstanding debt, an increase in the prevailing interest rate on Expresss floating interest rate debt and an increase in the Chilean peso/U.S. dollar exchange rate. The fluctuation in price-level restatements is discussed above under OverviewImpact of inflation and price-level restatement. The fluctuation in foreign exchange rate differences is discussed above under OverviewCurrency fluctuations. Accounting Differences Between Alsacia and Express Alsacia and Express apply different accounting treatment to certain items within their financial statements, including Concession discounts and Transantiago expenses. Following the Acquisition, we expect to 119

eliminate all such differences. However, as of the date of this Offering Memorandum, we have not yet determined which treatment we will apply to each item. A description of the critical accounting policies for each of Alsacia and Express appear below. Critical Accounting Policies and Practices for Alsacia General The preparation of Alsacias financial statements requires estimates and assumptions that affect (i) the reported amounts of Alsacias assets and liabilities and (ii) the reported amounts of revenue and expenses during the reporting period. Alsacia bases its estimates and judgments on its historical experience and on various other reasonable factors, which together form the basis for making judgments about the carrying values of its assets and liabilities. Alsacias actual results may differ from these estimates under different assumptions or conditions. Alsacia evaluates its estimates and judgments on an ongoing basis. Alsacias significant accounting policies are described in Note 2 to its financial statements. Alsacia believes that its most critical accounting policies that require the application of estimates and judgments are as follows: Fixed Assets The fixed assets are mainly buses for passenger public transportation, which are valued at their historical cost adjusted by inflation, including all incremental costs incurred up to the date on which they are available for use. Other Assets Expenditures corresponding to the purchase of software packages are recorded at their purchase price, adjusted by inflation, and amortized in a three-year period. Goods in leaseback are recorded as the fixed assets; obligations are accounted for under long and shortterm liabilities. Fixed Asset Depreciation The fiscal year depreciation has been estimated according to the linear method, considering the remaining estimated useful life. For buses, useful life has been limited to the term of the Concession. During the third quarter of 2008, Alsacia carried out a technical inspection of its buses in order to determine the deterioration to which they been exposed under the operating conditions at that time. As a result of this inspection, Alsacia reviewed the years of remaining useful life of its buses and decided to reduce of the useful life from 13 years (the original useful life, which was equivalent to the duration of the Concession) to 9 years. Operating Revenue The operating revenue during Transantiagos transition period, October 24, 2005 to February 9, 2007, corresponding to the public transportation ticket value and the earnings for the right of use of roads under concession to yellow buses, which are buses that remain from the previous transportation system, are recognized on a received basis. The income coming from static and dynamic advertising are recognized in the financial statements once the services have been provided. The regime period began on February 10, 2007 and from this date onward Alsacias earnings have been calculated in accordance with the revenue formula set forth in its Concession Agreement. See The ConcessionsConcession Revenue for a complete discussion of how revenue is calculated under the Concession Agreements. 120

The revenue from static and dynamic advertising on buses is generated through the rental of advertising space in the buses. Operating Technical Reserve See the definition of Operating Technical Reserve in Appendix D. Amounts paid and due by Alsacia to the AFT for the Operating Technical Reserve are recorded as a deferred asset, which will be amortized against operating revenue during the operating period of the Concession on the basis of projected revenue over the life of the Concession. Up-Front Interest Expenses of the Initial Borrowings In accordance with the ordinary official letter No 11,808, dated October 31, 2006, the SVS authorized Alsacia to defer and amortize the capital expenditures directly associated with its bank obligations related to the purchase of its bus fleet. For this purpose the distribution method has been applied based on the actual earnings obtained, considering the total earnings projected. These expenditures are capitalized under item other long-term assets. In 2005, Alsacia and Express collectively purchased 629 new Volvo B9 SALF buses at a price of U.S.$249,000 each and 510 new Volvo B7RLE buses at a price of U.S.$130,000 each. In 2007, Alsacia and Express purchased an additional 40 Volvo B9 SALF buses at a price of U.S.$275,000 each, 59 B7RLE buses at a price of U.S.$155,000 each and 25 B7RLE buses at a price of U.S.$164,000 each. Under the purchase agreements for these buses, Volvo provided its standard warranties. The purchase agreements also contained provisions for training of Alsacia and Express mechanics in maintenance standards for the B9 SALF and B7RLE chassis. In 2007, Alsacia also purchased 10 used Mercedes-Benz buses model OH 1420 51 at a price of Ch$8.0 million each. Critical Accounting Policies and Practices for Express General Express prepares its financial statements in accordance with Chilean GAAP and the instructions of the SVS. In the event of any differences, the SVS regulations prevail. For comparison purposes, Expresss financial statements for 2008 and the notes thereto have been restated off the books by -2.3%. Expresss financial statements include assets, liabilities, income, cash flows of its parent company and its subsidiary. Intercompany transactions or balances have been eliminated. The shareholding of minority investors in the balance sheet and statement of income is shown as Minority Interest.
Shareholding 2009 Indirect Total % % 2008 Total %

RUT

Company

Direct %

0-E . . . . . . . . . . . . . . . . . . . . . . . . . . Price-Level Restatements

EXPS de Colombia Ltda.

99.9900

0.0000

99.9900

99.9900

Expresss financial statements have been restated to reflect the effect of price-level changes in the purchasing power of the Chilean peso during the respective years, in accordance with Chilean GAAP. These restatements have been determined on the basis of the percentage change in the official consumer price index, which showed a negative change of 2.3% from January to December in 2009 (positive change of 8.9% in 2008). 121

Translation of the Subsidiarys Financial Statements The financial statements of Expresss foreign subsidiary have been translated to Chilean pesos as set out in Technical Bulletin N 64 of the Chilean Institute of Accountants and official letters and circulars issued by the SVS on foreign investments. Basis of Translation At each year end, assets and liabilities in foreign currency and UF have been translated into Chilean pesos at the following exchange rates:
2009 Ch$ per unit 2008 Ch$ per unit

United States dollar . . . . . . . . Unidad de Fomento (UF) . . . . Time Deposits

507.10 20,942.88

636.45 21,452.57

Investment in time deposits is shown at the value of the initial investment plus interests accrued at each year end. Marketable Securities Investment in marketable securities refers to mutual fund quotas shown at the value of the respective quota at the year end. Allowance for Doubtful Accounts Expresss policy is to make provisions for those doubtfully recoverable balances, which are determined on the basis of the ageing of balances and reports from legal and commercial advisors of Express. These provisions are shown net of trade receivables, notes receivable and other receivables, as appropriate. Inventories Inventories of fuels and spare parts necessary for the operation of buses are valued at restated acquisition cost and shown in other current assets, net of the provision for obsolescence of spare parts without turnover, which has been made over those items exceeding one year. Prepaid Expenses The cost of insurance policies is included in the prepaid expenses account. This cost is amortized over the term of the policy. Other Current Assets This caption basically includes the deposits and transactions under repurchase agreement, both with restrictions, since they are intended to guarantee the payment of interests and capital installments for the loans granted by the HSBC Bank, as described in Note 14 and short-term forward contracts in 2008, which hedge against foreign exchange risk. These contracts have been valued and accounted for as set forth in Technical Bulletin N 57 of the Chilean Institute of Accountants. Fixed Assets Fixed assets basically refer to buses for the public transport of passengers and are valued at restated acquisition cost, which includes all the expenses incurred until the date on which said assets are available for use and are shown in machinery and equipment. The other fixed assets are shown at restated acquisition cost. 122

Buildings and infrastructure includes bus terminals, which in essence have been completely finished, and those work in process corresponding to bus terminals not completely finished yet. The disbursements for the acquisition of computer software packages are shown at restated acquisition cost and amortized over a four-year period. Leased assets refer to lease contracts of movable property with the characteristics of a finance lease. They are recorded as purchases of fixed assets, recognizing the total obligation and interests on accrual basis. These assets are not the legal property of Express until it exercises the purchase option and it may not, therefore, freely dispose of them. As a policy, Express charges to net income for the year the preventive and corrective maintenance performed to its fleet. The maintenance provision recorded as December 31, 2008 was made as a result of the postponement of cash disbursements which had to be made in the fleet in 2008, and which were actually carried out during 2009. The amount charged to income in 2009 corresponding to fleet maintenance was Ch$2,219,734 (Ch$1,886,634 in 2008). Fixed Asset Depreciation Depreciation for the year has been calculated using the straight-line method in accordance with the remaining useful lives of the respective assets. Depreciation of buses has been estimated at nine years in accordance with a technical study performed determine the wear and tear of such vehicles. Other AssetsOther This caption basically includes the following items: Operating Technical Reserve See the definition of Operating Technical Reserve in Appendix D. Amounts paid to the AFT for the Operating Technical Reserve by Express are recorded as a deferred asset that will be amortized with a charge to operating income, during the Concessions operating period, based on projected income to be obtained from providing transportation services. Unpaid amounts due for the Operating Technical Reserve are reflected in the short and long-term liabilities, and as of December 31, 2008 the balance due is included in other current liabilities. Derivatives contracts Express maintains contracts to hedge against risks of fluctuation in both the exchange and interest rates. These contracts have been valued and recorded as set forth in Technical Bulletin N 57 of the Chilean Institute of Accountants. Income Taxes and Deferred Taxes Express has recorded income taxes on the basis of the net taxable income, determined in accordance with the regulations contained in the Income Tax Law. 123

Deferred taxes arising from temporary differences are shown in accordance with Technical Bulletins N 60 and N 71 of the Chilean Institute of Accountants and the regulations contained in Circular N 1,466 of the SVS. Provision for Employee Vacations Express recognizes the cost of employee vacation and benefits on an accrual basis at the year end. Operating Income The income from the public transport fare is included in the operating income account. Income coming from bus rental, billboard and dynamic advertising are included in the financial statements once services have been rendered. Statement of Cash Flows Expresss policy is to consider as cash equivalent all highly liquid financial investments and maturing in 90 days or less, and with minimum risk of loss in value. Cash flows from operating activities include all business-related cash flows, as well as paid interest, interest income and, in general, all cash flows not defined as from financing or investment activities. The operating concept used in this statement is more comprehensive than that used in the consolidated statement of income. Changes in Accounting Standards Under the terms of our Concession Agreements, we must prepare our financial statements in accordance with IFRS for the year beginning January 1, 2011. IFRS differs in certain significant respects from Chilean GAAP. See Appendix A for a description of the principal differences between Chilean GAAP and IFRS as they relate to us and our consolidated subsidiaries. Liquidity and Capital Resources General Historically, our main cash flows have consisted of an initial capital investment by our shareholders and borrowings from bank loans and lines of credit to fund our initial capital expenditures for buses and terminals. Upon commencement of operations, we used our cash flow from operations and borrowed additional amounts from bank financing sources and our equipment vendors to finance additional capital expenditures for more buses and terminals, deposits in the Operating Technical Reserve as required under the terms of our Concession Agreements and working capital. At December 31, 2009 and September 30, 2010, Alsacia had Ch$3,876 million and Ch$33 million of cash and cash equivalents, respectively, and Express had Ch$25 million and Ch$74 million of cash and cash equivalents, respectively, measured in constant Chilean pesos as of such dates. We believe our working capital combined with the proceeds of the offering of Notes and our expected cash flow from operations will be sufficient to meet our capital requirements within the next twelve months. We expect that substantially all of our cash flow from operations over the next 24 months will be allocated to service our debt, make payments under the Notes Hedge Agreement and for our basic operating requirements, including budgeted operations and maintenance and scheduled bus overhauls. As a result, we do not expect to have any cash flow for discretionary spending or investments during that period. We also do not expect any of our cash flow from operations to fund any material additions to the Reserve Account during this initial 24 month period. 124

Alsacia Operating Activities In the first three quarters of 2010, as measured in constant Chilean pesos as of September 30, 2010, Alsacia generated Ch$2,840 million in net cash from operating activities principally reflecting Alsacias Adjusted EBITDA of Ch$11,154 plus non-cash write-offs and provisions of Ch$1,541 million, offset by net changes in accounts receivable, inventories, other assets, and accounts payable related to operating income of Ch$5,681 million and interest paid net of interest received of Ch$2,918 million. In 2009 and 2008, as measured in constant Chilean pesos as of December 31, 2009, Alsacia generated Ch$9,431 million and Ch$4,848 million in net cash from operating activities, respectively. The cash generated in 2009 principally reflected Alsacias Adjusted EBITDA of Ch$10,473 million plus Ch$3,899 million in non-cash write-offs and provisions plus net changes in accounts receivable, inventories, other assets, and accounts payable related to operating income of Ch$2,781 million, minus Ch$4,772 million in interest paid net of interest received, minus Ch$550 million in payments made to the Operating Technical Reserve, minus value added taxes and other taxes paid of Ch$807 million. The cash generated in 2008 principally reflected Alsacias Adjusted EBITDA of Ch$18,501 million minus net changes in accounts receivable, inventories, other assets and accounts payable related to operating income of Ch$1,166 million, minus interest paid net of interest received of Ch$3,131 million, minus payments made to the Operating Technical Reserve of $7,541 million, minus Ch$1,118 million of non-cash operating income. Alsacia Investing Activities In the first three quarters of 2010, as measured in constant Chilean pesos as of September 30, 2010, Alsacia used Ch$1,156 million in net cash for investing activities, mainly for the purchase of leasehold improvements for the Maip terminal and certain machinery and equipment totaling Ch$2,659 million. In 2009 and 2008, as measured in constant Chilean pesos as of December 31, 2009, Alsacia used Ch$3,538 million and Ch$12,957 million in net cash from investing activities, respectively, which were mainly for the purchase of property, plant and equipment of Ch$1,867 million and Ch$12,842 million, respectively. The main capital investments made by Alsacia has been the purchase of buses and investments in bus terminals. These investments were essential for compliance with the requirements of the Concession Agreements and fulfillment of Alsacias operational needs. The following table sets forth Alsacias historical capital expenditures by type of investment for the periods indicated.
Year ended December 31, Nine Months Ended 2008 2009 September 30, 2010 (Ch$ million)

Investment Category

Buses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bus terminals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,322 5,935 12,257

0 2,139 2,139

3,675 0 3,675

Alsacia purchased 43 new buses in June 2010, for an amount of U.S.$8.5 million to replace older buses that were on lease from third parties. This investment was financed by a long-term export credit agreement, negotiated through the bus supplier. In addition to the capital expenditures discussed above in each period, as required under the terms of certain of its bank loans and lines of credit, Alsacia makes monthly prepayment deposits representing monthly amortization of its debt which are offset by the semiannual return of prior deposits upon the scheduled repayment of debt. These amounts generally offset each other each period. Alsacia Financing Activities In the first three quarters of 2010, as measured in constant Chilean pesos as of September 30, 2010, Alsacia used Ch$5,760 million for financing activities, reflecting Ch$6,973 million of proceeds from long-term 125

debt, payments of Ch$12,543 million of long-term debt and payments of Ch$190 million of related party debt. In 2009 and 2008, as measured in constant Chilean pesos as of December 31, 2009, Alsacia used Ch$2,321 million and generated Ch$8,038 million in net cash from financing activities, respectively. The cash used in 2009 was primarily for the repayment of Ch$23,242 million in loans offset by the incurrence of Ch$16,820 million in new loans and Ch$4,100 in new related party loans. The cash generated in 2008 was primarily due to the Ch$19,323 million in new loan proceeds offset by Ch$11,100 million of loan repayments during the year. Express Operating Activities In the first three quarters of 2010, as measured in constant Chilean pesos as of September 30, 2010, Express generated Ch$6,454 million in net cash from operating activities principally reflecting Ch$12,714 million of Adjusted EBITDA minus net changes in trade receivables, other assets, and accounts payable related to operating income of Ch$581 million, minus interest paid net of interest received of $3,661 million, minus Ch$447 million for value added taxes and other taxes paid. In 2009 and 2008, as measured in constant Chilean pesos as of December 31, 2009, Express generated Ch$27,954 million and Ch$19,719 million in net cash from operating activities, respectively. The cash generated in 2009 principally reflected Ch$21,477 of Adjusted EBITDA, plus net changes in trade receivables, other assets, and accounts payable related to operating income of Ch$12,578 million, plus non-cash write-offs and provisions of Ch$1,569 million, minus Ch$5,480 million of interest paid net of interest received. The cash generated in 2008 principally reflected Ch$22,507 million of Adjusted EBITDA, plus net changes in trade receivables, other assets, and accounts payable related to operating income of Ch$800 million, plus Ch$2,087 million in other non-cash write-offs and provisions, minus Ch$5,038 million in interest paid net of interest received. Express Investing Activities In the first three quarters of 2010, as measured in constant Chilean pesos as of September 30, 2010, Express generated Ch$2,637 million in net cash for investing activities, mainly from the sale of Ch$3,654 million of other investments offset by the purchase of fixed assets of Ch$1,027 million. In 2009 and 2008, as measured in constant Chilean pesos as of December 31, 2009, Express used Ch$22,827 million and Ch$14,465 million in net cash from investing activities, respectively. Cash used in 2009 principally reflected Ch$17,774 million in payments to the Operating Technical Reserve and Ch$5,141 million in purchases of fixed assets. Cash used in 2008 principally reflected Ch$10,222 million in purchases of fixed assets and Ch$4,243 million in investments in financial instruments. The main capital investments made by Express have been the purchase of buses and investments in bus terminals. These investments were essential for compliance with the requirements of Expresss Concession Agreement and fulfillment of Expresss operational needs. The following table sets forth Expresss historical capital expenditures by type of investment for the periods indicated.
Year ended December 31, Nine Months Ended 2008 2009 September 30, 2010 (Ch$ million)

Investment Category

Buses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bus terminals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,924 8,217 10,141

0 3,366 3.366

0 594 594

Express took delivery of 193 new buses in the year 2011, for an amount of U.S.$35 million, to replace its old buses. This purchase was financed through existing credit lines that will be repaid with the proceeds of this Notes offering. Express also expects to invest Ch$840 million for the construction of new bus terminals for the operation of these new buses, plus Ch$514 million to complete committed investments in existing terminals. In addition to the capital expenditures discussed above in each period, as required under the terms of certain of its bank loans and lines of credit, Express makes monthly prepayment deposits representing monthly 126

amortization of its debt which are offset by the semiannual return of prior deposits upon the scheduled repayment of debt. These amounts generally offset each other each period. Express Financing Activities In the first three quarters of 2010, as measured in constant Chilean pesos as of September 30, 2010, Express used Ch$8,276 million for financing activities, reflecting Ch$2,125 million of proceeds from long-term debt and payments of Ch$10,402 million of long-term debt. In 2009 and 2008, as measured in constant Chilean pesos as of December 31, 2009, Express used Ch$8,483 million and Ch$5,222 million in net cash from financing activities, respectively. The cash used in 2009 was primarily for the repayment of loans. The cash used in 2008 was primarily due to the Ch$2,212 million in new loan proceeds offset by Ch$7,434 million of loan repayments during the year. Off-balance Sheet Arrangements We do not have any material off-balance sheet arrangements. Quantitative and Qualitative Disclosures About Market and Operating Risks The following discussion includes forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those projected in such forward-looking statements. See Cautionary Statement Regarding Forward-Looking Statements. Market and Operating Risks We are exposed to risks arising from changes in various inputs into our revenue formula under our Concessionns, including the number of passenger validations on our buses, the consumer price index, the exchange rate for U.S dollars and Chilean pesos, diesel fuel index, the labor cost index, the passenger capacity on our buses, and the scheduled route distance of our bus fleet under our Operating Plans. The table below illustrates the estimated effect of a 10% increase or decrease in each of these factors on hypothetical revenue for Alsacia and Express in 2011, assuming that all other factors remain constant and assuming baseline, hypothetical revenue of Ch$70,023 million for Alsacia and Ch$92,526 million for Express in 2011. The hypothetical amounts in the table below are illustrative only and do not reflect actual or expected inputs or revenue.
Alsacia Effect on Base Revenue assuming a change in the Base Assumption of the Input of Base 10% 10% Assumption Increase Decrease Express Effect on Base Revenue assuming a change in the Base Assumption of the Input of Base 10% 10% Assumption Increase Decrease

Input

Passenger validations on our buses . . . . . . . . . Consumer Price Index (ndice de Precios al Consumidor) . . . . . . . . Exchange Rate (Chilean pesos/U.S. dollars) . . . Diesel Fuel Index . . . . . . . . . . . . . . . . . . . . . . . Labor Cost Index (ndice de Costo de Mano de Obra) . . . . . . . Passenger capacity on our buses . . . . . . . . . . . . Scheduled route distance under Alsacias Operating Plans . . . . . . . . . . . . . . . . . . . . . . .

137.5 million 102.0 518.6 455.7 130.8 69,107 47.2 million kilometers 127

2.1%

-2.1%

189.8 million 102.0 518.6 455.7 130.8 128,571 to 116,930 67.3 million kilometers

2.3%

-2.3%

1.8% 1.1% 3.5% 2.8% 5.8% 3.4%

-1.8% -1.1% -3.5% -2.8% -5.8% -3.4%

2.7% 0.2% 3.6% 2.7% 6.3% 3.5%

-2.7% -0.2% -3.6% -2.7% -6.3% -3.5%

Many of the revenue inputs above also impact our operating costs in proportion to our revenue. As a result, the net impact of changes on the inputs on our revenue and operating costs in less than the gross impact of these changes on our revenue alone. As shown in the table above, we expect that a 10% increase in fuel prices increases our revenue be approximately 3.5% to 3.6%. Historically, our fuel costs as a percentage of revenue from passenger transportation services was 17.2% and 18.5% for Alsacia for 2009 and for the nine months ended September 30, 2010, and 18.6% and 19.6% for Express during the same periods. As a result, we estimate that a 10% increase in fuel prices would cause our revenue to increase by a greater amount than our fuel expense, causing our operating income to increase. From time to time we assess our exposure and monitor opportunities to manage these risks above, including entering into derivative contracts. In the normal course of business, we also face risks that are either non-financial or non-quantifiable. Such risks principally include country risk, credit risk and legal risk and are not represented in the information above. Exchange Rate Hedge On the Escrow Closing Date, Alsacia expects to enter into one or more derivatives transactions pursuant to which it will acquire series of call options that will allow it to purchase U.S. dollars at a strike price ranging from 570 to 585 Chilean pesos per U.S. dollar. The options will be subject to a cap rate of 750 Chilean pesos per U.S. dollar or, if the options are not subject to a cap, Alsacia will sell a series of call options obligating it to sell U.S. dollars at a price of 750 Chilean pesos per U.S. dollar in the same quantities (effectively capping the call options bought by Alsacia), except that the options will be capped (or effectively capped) at 685 Chilean pesos per U.S. dollar during the final period. The call options will have semiannual terms which match the scheduled amortization of the Notes so that their net effect is to hedge the exchange rate risk associated with scheduled principal and interest payments under the U.S. dollar denominated Notes in the event the U.S. dollar / Chilean peso exchange rate increases between the strike prices and the cap rates specified above. If the exchange rate increases above 750 Chilean pesos / U.S. dollar (or, during the final period, 685 Chilean pesos / U.S. dollar), the call options will act as a partial hedge to reduce our exchange rate risk by up to 180 Chilean pesos / U.S. dollar, which is the difference between the strike price of the call options and either the cap rate or the exercise price of the call options sold by Alsacia, as applicable. Based on current exchange rates, Alsacia expects to pay a total of approximately U.S.$39.4 million to purchase the call options, of which approximately U.S.$4.6 million is expected to be paid in the first year after the offering. The foregoing amounts exclude any amounts that Alsacia would get as a result of exercising the call options. Contractual Obligations The tables below summarize the outstanding contractual obligations of Alsacia and Express as of December 31, 2009.
2010 Alsacia 2011 Payments Due by Period 2012 2013 2014 (in millions of Ch$) Thereafter Total

Long-Term Debt Obligations (1) . . . . . . . . . Capital Lease Obligations (2) . . . . . . . . . . . . Operating Lease Obligations (3) . . . . . . . . . Purchase Obligations (4) . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . .

19,889 126 1,878 14,134 36,027

17,450 132 558 14,468 32,608

13,756 24 550 14,029 28,359

10,331 531 10,862

10,041 531 10,572

25,999 2,105 28,104

97,466 282 6,153 42,631 146,532

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Express

2010

2011

Payments Due by Period 2012 2013 2014 (in million of Ch$)

Thereafter

Total

Long-Term Debt Obligations (1) . . . . . . . . . Capital Lease Obligations (2) . . . . . . . . . . . . Operating Lease Obligations (3) . . . . . . . . . Purchase Obligations (4) . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . .

13,271 24 11,231 18,590 43,116

15,591 54 6,369 23,150 45,164

15,280 9 161 15,450

14,741 70 14,811

14,164 70 14,234

33,537 282 33,819

106,583 87 18,183 41,740 166,593

(1) Amounts relate to scheduled principal and interest payments on Alsacias and Express long term debt outstanding as of December 31, 2009, which will be repaid out of the proceeds of the offering of the Notes. (2) Represents amounts payable under capital leases for equipment. (3) Represents amounts payable under operating leases for our leased terminals and driver transition areas as well as certain buses leased under operating leases. (4) Relates to estimated minimum amounts payable for 2,500 cubic meters of diesel fuel per month under Alsacias fuel contract with Petrobras and 4,000 cubic meters of diesel fuel per month under Express fuel contract with Copec, which are described under Our BusinessOur OperationsFuel.

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TRANSANTIAGO General Transantiago is the trade name of the public transportation system of the Santiago, Chile metropolitan area, consisting of the citys buses, the Metro subway, 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. Approximately 1,810 million passenger trips were taken on Transantiago in 2009, of which approximately 1,205 million, or 67%, were bus trips. Of those bus trips, approximately 11% and 17% were on the buses of Alsacias Trunk Line 1 and Expresss Trunk Line 4, respectively, compared to approximately 16%, 8.4% and 11% on the buses of Trunk Lines 2, 3 and 5, respectively. Transantiago is administered by the Ministry through a series of contracts and is not a separate legal entity. It was designed and implemented by the Chilean Government in 2003 as a complete overhaul of the then-existing public transportation system in Santiago. Since its implementation, Transantiago, along with its operators, has gradually replaced the citys buses with a modern standardized fleet, rerouted the bus lines for more efficient service, consolidated approximately 3,500 independent bus operators into 14 bus concession holders, including Alsacia and Express, and introduced an integrated electronic payment system. History Bus rapid transit systems originated in Latin America in the 1970s in response to the transportation problems related to urban growth. Bus rapid transit systems offer several of the benefits of underground transportation systems in terms of efficiency and quality of service but at a fraction of the investment. These practical and economic benefits have led to the adoption of bus rapid transit systems in a number of cities in developing countries. In addition to bus rapid transit systems, many cities have also adopted integrated urban transportation systems that include both underground and surface services with coordinated planning and common payment systems. Prior to the implementation of Transantiago, the bus transportation system in Santiago was largely informal and decentralized, had consistently high accident rates and caused high levels of pollution. The system consisted of approximately 8,000 buses operated by approximately 3,500 operators. Bus drivers in the system worked more than 12 hours per day and their salaries were based on passenger tickets received. Transantiago was introduced as a response to the problems of the previous system and was implemented in three phases between October 2005 and February 2007. The initial implementation of Transantiago was problematic for the public and the systems operators due to a number of factors including (i) delayed development of infrastructure for dedicated bus lanes, electronic payment machines, and GPS bus locators; (ii) poor communication and public preparedness for new routes; (iii) the elimination of cash payments; (iv) an insufficient number of buses; (v) initial fares that were underpriced; and (vi) a poorly designed incentive structure for concessionaires. Most of these transition issues have been resolved and public perceptions of Transantiago have generally improved over time. Transantiago offers significant improvements over its predecessor. For example, according to the Ministry, bus accidents were reduced by nearly 50% from 6,386 in 2005 to 3,291 in 2008. In addition, there has been a significant reduction in bus pollution due to improved emissions (85% of all buses in Transantiago now meet Euro III emission standards, an emission standard implemented by the European Union in 2000 and since adopted in other areas of the world) and fewer buses (there are approximately 19% fewer buses in service today than under the old bus system). Transantiagos integrated electronic payment system is also a significant improvement over the variety of payment methods and fares prices among operators in the previous system. 130

The Ministry continues to focus on further improving the system by, among other things, implementing an anti-evasion campaign, which will increase the number of inspectors on the street and the amount of fines applied to passengers that do not comply with the rules. The Ministry is also coordinating with operators to indentify ways to improve their services without decreasing efficiency or quality. In addition, the Chilean Government created a panel of experts (Panel de Expertos) in 2009 that examines and revises fares on a monthly basis to maximize the long-term financial stability of Transantiago. Bus Lines Transantiago bus lines are divided into trunk lines and feeder lines. The trunk lines complement the Metro subway 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 Alsacia and Express. 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 six bus concession holders. The trunk and feeder business units are shown in the map below, which illustrates the trunk business units with the actual trunk bus lines and the feeder business units with the zones they service.

As of September 30, 2010, there were approximately 3,800 trunk buses in Transantiago, with an aggregate passenger capacity of approximately 445,000, and approximately 2,700 feeder buses with an aggregate passenger capacity of approximately 172,000. Together, Alsacia and Express owned and operated 1,861 buses with an aggregate passenger capacity of approximately 210,000 (670 buses with an aggregate passenger capacity

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of approximately 73,000 through Alsacia and 1,191 buses with an aggregate passenger capacity of approximately 136,000 through Express), representing approximately 47% of the total trunk buses and approximately 47% of the total trunk line passenger capacity. In the nine months ending September 30, 2010, the trunk buses within Transantiago had received total Passenger Validations of approximately 552 million, while the feeder buses had received total Passenger Validations of approximately 329 million. By contrast, the entire Metro subway system received approximately 457 million total Passenger Validations over the same period. Together, Alsacia and Express received total Passenger Validations of approximately 244 million during this period, representing 44% of all Passenger Validations on trunk buses. In the nine months ending September 30, 2010, the total scheduled route distance for trunk buses within Transantiago was approximately 217 million kilometers, while the total scheduled route distance for feeder buses was approximately 169 million. The total scheduled route distance for Alsacia and Express together was approximately 88 million, representing approximately 41% of the scheduled route distance for trunk buses. Competition Bus concession holders compete with each other within Transantiago to a limited extent. The trunk line bus concession holders, including Alsacia and Express, compete more directly with each other than with the feeder line bus concession holders. Some of the routes of the three trunk line bus concession holders other than Alsacia and Express run parallel or overlap with our routes, or provide service to the same areas that our routes cover. As a result, a passenger could take several routes and combinations of buses to travel from one point to another in the Santiago metropolitan area and bypass our routes entirely. In some cases, these alternative routes may be faster, involve fewer transfers, or be less expensive, than taking our buses. Bus concession holders also compete with the Metro for passengers. The Metro subway has five operating lines and is currently under expansion. Extensions of the Metro subways Line 1 were concluded in 2010 and extensions of Line 5 were concluded in early 2011. Also, the addition of new Lines 3 and 6 have been announced. In addition to buses and the Metro subway, the prevalent forms of urban transportation available in Santiago include private automobiles, private motorcycles, taxis and bicycles. According to the 2009 Chilean Transportation and Communications Almanac (AnuaRos de Transporte y Comunicaciones 2009, INE), there were approximately 1.3 million automobiles, including motorcycles (approximately 58,000) and taxis (approximately 41,000), in the Santiago metropolitan area. Consequently, of the citys 6.9 million inhabitants, only a minority use private transportation as their primary mode of transportation. In addition, while the network of roads in Santiago is generally well developed, these roads are often overwhelmed by traffic, making private transportation many times less practical than the public transportation offered by Transantiago. Passenger Fares Since 2009, Transantiago passenger fares have been set by the panel of experts appointed by the Ministry, which was established by the same law that created the original Transantiago subsidy. See The ConcessionsThe 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 methodology established by the Ministry. The current bus fare on Transantiago buses is Ch$520, which includes up to two free bus transfers, plus an additional fee of either Ch$20 or Ch$80 to transfer to the Metro subway, depending on the time of the day. Payment methods and fares are standardized across the system with an electronic fare system. The electronic system consists of 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 card automatically recognizes 132

passengers who transfer buses or subway trains and passengers who are entitled to reduced fares. The payment system is operated by the AFT, which is a private company that contracted with the Ministry to manage Transantiagos payment systems and cash flows, including Passenger Validation revenue and Chilean Government subsidies. 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 and the Metro. See The ConcessionsAFT PaymentsResponsibilities of the AFT. The Transantiago Subsidy Passenger fares have historically been, and currently are, insufficient to cover Transantiagos costs, including the amounts owed to bus concession holders. Therefore, Transantiago has relied on, and currently relies on, Chilean Government subsidies to cover the costs. Subsidies from the Chilean Government are paid to the AFT twice per month, on the same schedule as our payments under the Concession Agreements, and combined with funds received from passenger fares to pay Transantiagos concession holders, including Alsacia and Express, pursuant to the terms of their respective concession agreements. In September 2009, the Chilean Congress approved Law No. 20,378 (the Subsidy Law), which provides for a subsidy to be paid by the Chilean Government to the AFT on behalf of Transantiago (the Subsidy). Under the Subsidy Law, the Chilean Government has budgeted to pay a maximum Subsidy of up to Ch$115,000 million annually into Transantiago, with the maximum amount adjusted annually for inflation. In the event of shortfalls exceeding the maximum Subsidy, the Subsidy Law provides for an additional Subsidy of up to an aggregate of Ch$549,598 million to be paid into Transantiago between 2009 and 2014, with caps of Ch$133,349 million, Ch$29,641 million, Ch$9,283 million and Ch$3.654 million in the remaining years of 2011, 2012, 2013 and 2014, respectively. In November 2010, the Chilean Congress approved Law No. 20,468, which amends the Subsidy Law to increase the Subsidy by Ch$61,997 million for each of the years 2011 through 2013 and Ch$30,998 million for 2014, with all amounts subject to inflationary adjustment based on the CPI. Nevertheless, while the Subsidy Law, as amended, sets forth the parameters of the Subsidy in future years, the Chilean Congress must still approve the inclusion of the Subsidy in its annual budget each year.

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THE CONCESSIONS Bids for Concessions Solicited in 2003 In 2003, the Ministry publicly solicited bids for the right to operate the five trunk bus lines, or business units, and the nine feeder bus lines that would exist within Transantiago. Following the bidding process in January 2005, Alsacia was awarded the concession to operate Trunk Line 1 (Troncal Uno) and Express was awarded the concession to operate Trunk Line 4 (Troncal Cuatro). Concession Agreements Executed in 2005 On January 28, 2005, Alsacia and Express entered into Concession Agreements with the Ministry for the operation of these business units within Transantiago. Since that time, our Concession Agreements have each been amended more than 15 times in attempts to improve the structure and services provided thereunder. Under the Concession Agreements, as amended, the Ministry grants Alsacia and Express 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 Alsacia an Express receive payment from the AFT. Concession Agreements Amended in March 2010 On March 5, 2010, we agreed to new amendments to our Concession Agreements with the Ministry (together, the March 2010 Concession Amendments). The March 2010 Concession Amendments modify a number of important provisions of the Concession Agreements, including the formula that controls our revenue. However, the March 2010 Concession Amendments are currently under review by the General Comptroller of the Republic and they will not be effective, if ever, until the review is completed and the objections, if any, of the General Comptroller of the Republic are resolved. See Risk FactorsThe most recent amendment to the Concession Agreements has not received the necessary approval from the General Comptroller of the Republic. If and when the March 2010 Concession Amendments become effective, their terms will be effective retroactively to August 2009. At such time, we will be entitled to receive from the AFT the difference between what our revenue would have been under the March 2010 Concession Amendments and our actual revenue during the period beginning in August 2009. Addendums to Concession Agreements in 2010 In the beginning of 2010, Line 1 of the Metro subway was extended to the Los Domincos station in eastern Santiago, and Line 5 of the Metro subway is currently under construction as it is being extended to the Plaza de Maip station in southwestern Santiago. In addition, extensions to Lines 3 and 6 of the Metro subway have recently been announced. These extensions of the Metro subway reach into the areas we service. Because we at times compete with the Metro for passengers in the areas where our services overlap, the extension of the Metro subway has decreased the number of passengers who use certain of our routes already and could potentially decrease the number of passengers who use our buses in the future, thereby reducing our revenue. Under the Bidding Guidelines (Bases de Licitacin), which were used in the public bidding process for concessions and which establish the parameters of our Concessions, the Ministry is obligated to compensate us for any reductions in revenue greater than 3.0% caused by increases in the availability of mass transportation services other than buses, like the Metro subway. In order to partially compensate us for the actual and anticipated losses caused the extensions of Lines 1 and 5, the Ministry has granted us five additional bus routes, which were formerly part of the concession of Trunk Line 3 (Troncal Tres) of Transantiago. The Ministry granted us these additional routes through addendums to our Concession Agreements, dated July 30 and August 5, 2010, for Express and Alsacia, respectively 134

(together, the 2010 Addendums). In addition to adding new bus routes to our Concessions, the 2010 Addendums (i) increase our required fleet passenger capacity to ensure we are able to meet the increased route and passenger demands and (ii) increase reference Passenger Validations, which, as described below in The ConcessionsConcession Revenue, increases our overall revenue. Unlike the March 2010 Concession Amendments, the 2010 Addendums are not subject to the legal review of the General Comptroller and therefore became effective upon their execution. Operating Plans Our obligations under the Concession Agreements are limited solely to the provision of transportation services as set forth in our Operating Plans, which dictate routes for bus service, frequency of service, departure times, stop locations and the types of buses that will be used for specific services on weekdays, weekends and holidays. After over five years of operating in Transantiago and working with the Ministry, the terms of our Operating Plans have stabilized and the approval process has become a routine, though still very important, part of our business. Alsacia and Express each have an account executive (jecutivo de cuenta) at the Ministry, who is responsible for negotiating with us regarding, and ultimately approving, the terms of our Operating Plans. We maintain frequent contact with our account executives in order to ensure that our Operating Plans meet public demand and match our capabilities. During periodic meetings at the offices of the Ministry and through frequent telephone and email communications, we discuss all aspects of our Operating Plans with our account executives, including, most importantly, our levels of Passenger Validations. Sixty days prior to the beginning of each fiscal quarter, Alsacia and Express each sends its account executive a proposal for that quarters Operating Plan. Within 21 days after the submission of our proposals, our account executives respond to us with observations and objections to our proposals. Thereafter, we have 20 days to submit revised proposals. After receiving our revised proposals, our account executives approve our Operating Plans by posting them to the Ministrys website and sending us approval letters generally at least 10 days prior to the start of the quarter. Concession Revenue Collection of Funds and Payments to Us Other than permitting the AFT access to our buses to install and maintain Passenger Validation machines, we do not participate in the setting of fare prices or the collection of fares from passengers. Instead a panel of experts (Panel de Expertos) appointed by the Ministry sets fare prices, and fares are paid by passengers to the AFT. The AFT, which is responsible for all funds in Transantiago, makes Concession payments to us in two monthly installments. These Concession payments are based on revenue formulas in the Concession Agreements, with funds derived from two primary sources, passenger fares and a Chilean Government subsidy. The AFT uses the Concession revenue formulas to calculate our revenue. Nevertheless, under the Concession Agreements, we are only entitled to funds that are paid into Transantiago, including passenger fares and Chilean Government subsidies. See The ConcessionsAFT Payments. While Chilean Government subsidies have covered Transantiagos shortfalls in the past, and are scheduled to do so in the future, there is no contractual mechanism under the Concession Agreements, or otherwise, to compensate us for shortfalls in the funds held by the AFT compared to the amounts owed to us under the our respective Concession revenue formulas.

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Revenue Formulas The Concession revenue formulas of Alsacia and Express have two primary components: Base Revenue, which comprised 43% and 36% of Alsacias and Expresss respective revenue in 2009; and Variable Revenue, which comprised 57% and 64% of Alsacias and Expresss respective revenue in 2009. Base Revenue and Variable Revenue are adjusted, based on our performance, by the Service Fulfillment Ratio and discounts, though Express accounts for discounts as expenses, rather than adjustments to its revenue. The diagram below shows the basic revenue formula for each of Alsacia and Express, and descriptions of the four major components of the formula follow.

Total Revenue

Base Revenue

Variable Revenue

Service Fulfillment Ratio

Discounts (Alsacia)

Base Revenue = Base Payment * Cost Index * Seasonal Adjustment Factor Base Payment = Base Revenue from the previous month, with the initial Base Payment set in July 2008 at Ch$2,724 million for Alsacia and Ch$3,179 million for Express. Cost Index accounts for changes over the previous month in several indices set forth in the Concession Agreements. The specific weight given to each index is set forth in each Concession Agreement and is tied to the types of buses in Alsacias and Expresss fleet. Alsacia Cost Index = ( CPI * 17.6%) + ( VPS * 1.1%) + ( Labor Cost Index * 27.9%) + ( Diesel Cost Index * 34.2%) + ( Lubricant Cost Index * 1.1%) + ( Tire Cost Index * 7.0%) + ( Ch$/U.S.$ Exchange Rate * 11.2%)

The table below shows the number of each type of bus in Alsacias fleet, the weight given by Alsacias Concession Agreement to each variable in the Cost Index formula based on the type of bus and the total weight given to each variable in Alsacias revenue formula.
ALSACIA Bus Fleet Percentage of as of Bus Type in September 30, 2010 Fleet CPI Labor Cost Index Cost Index Weights Diesel Lubricant Cost Cost Index Index Tire Cost Index Ch$/U.S.$ Exchange Rate

Bus Type

VPS

Volvo B7RLE (1) . . . . . Volvo B9 SALF (2) . . . Remnant (3) . . . . . . . . . Weighted Average of Cost Index Weights . . . . . . . . . . .

436 173 61

65.1% 25.8% 9.1%

17.0% 15.6% 27.5%

1.0% 1.2% 1.0%

29.8% 22.0% 30.6%

33.0% 37.6% 33.2%

1.1% 1.2% 1.0%

6.6% 8.1% 6.7%

11.5% 14.3% 0.0%

17.6%

1.1%

27.9%

34.2%

1.1%

7.0%

11.2%

(1) The Volvo B7RLE is a bus chassis designed for urban use; it has a 7-liter rear engine on a 4x2 configuration and is equipped with a BEA2 bus electronic architecture, which gives the driver computer access to information on the engine, brakes, suspension, external lights, operational data and failure diagnosis. (2) The Volvo B9 SALF is an articulated (or tandem) low-floor bus chassis; it has a 360-hp sideward mid-mounted engine and is equipped with an integrated electronic system with onboard computer. 136

(3) The Remnant buses are those buses from the pre-Transantiago transportation system that remain in use. These include a variety of different models and brands. Alsacia plans to retire all Remnant buses from its fleet during 2011. Express Cost Index = ( CPI * 24.4%) + ( VPS * 1.1%) + ( Labor Cost Index * 26.9%) + ( Diesel Cost Index * 35.0%) + ( Lubricant Cost Index * 1.1%) + ( Tire Cost Index * 7.3%) + ( Ch$/U.S.$ Exchange Rate * 4.2%)

The table below shows the number of each type of bus in Expresss fleet, the weight given by Expresss Concession Agreement to each variable in the Cost Index formula based on the type of bus and the total weight given to each variable in Expresss revenue formula.
EXPRESS Current Bus Fleet Percentage of as of Bus Type in September 30, 2010 Fleet CPI Cost Index Weights Labor Diesel Lubricant Tire Ch$/U.S.$ Cost Cost Cost Cost Exchange Index Index Index Index Rate

Bus Type

VPS

Volvo B7RLE (1) . . . . . . . . . . . . . . Volvo B9 SALF (2) . . . . . . . . . . . . Remnant (3) . . . . . . . . . . . . . . . . . . Weighted Average of Cost Index Weights . . . . . . . . . . . . . . . . . . .

195 496 500

16.4% 41.6% 42.0%

28.5% 1.0% 29.8% 33.0% 29.9% 1.2% 22.0% 37.6% 17.4% 1.0% 30.6% 33.2% 24.4% 1.1% 26.9% 35.0%

1.1% 1.2% 1.0% 1.1%

6.6% 8.1% 6.7% 7.3%

0.0% 0.0% 10.1% 4.2%

(1) The Volvo B7RLE is a bus chassis designed for urban use; it has a 7-liter rear engine on a 4x2 configuration and is equipped with a BEA2 bus electronic architecture, which gives the driver computer access to information on the engine, brakes, suspension, external lights, operational data and failure diagnosis. (2) The Volvo B9 SALF is an articulated (or tandem) low-floor bus chassis; it has a 360-hp sideward mid-mounted engine and is equipped with an integrated electronic system with onboard computer. (3) The Remnant buses are those buses from the pre-Transantiago transportation system that remain in use. These include a variety of different models and brands. Express plans to retire all Remnant buses from its fleet during 2011. CPI: Percentage variation in the CPI, as estimated by the INE. VPS: Percentage variation in the price of insurance policies, technical services and vehicle registration, as estimated by the INE. Labor Cost Index: Percentage variation in labor costs for the Santiago metropolitan area, as estimated by the INE. Diesel Cost Index: Percentage variation in distribution fuel prices, as estimated by the INE. Lubricant Cost Index: Percentage variation in the INEs published value of lubricant prices. Tire Cost Index: Percentage variation in the INEs published value of new tire prices. Ch$/U.S.$ Exchange Rate: Percentage variation in the monthly average of daily observed Ch$/U.S.$ exchange rate (Dlar Observado), as published by the Chilean Central Bank. 137

The Seasonal Adjustment Factor: A percentage adjustment to a base month (July 2007) based on historical seasonal demand; ranges from 63% in our slowest month of February to 116% in our peak month of October. The table below shows the Seasonal Adjustment Factor for each calendar month; these numbers are the same for both Alsacia and Express.
Seasonal Adjustment Factor

Month

January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . February . . . . . . . . . . . . . . . . . . . . . . . . . . . . . March . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . April . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . July . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . August . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . September . . . . . . . . . . . . . . . . . . . . . . . . . . . . October . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . November . . . . . . . . . . . . . . . . . . . . . . . . . . . . December . . . . . . . . . . . . . . . . . . . . . . . . . . . .

84.8% 62.8% 100.5% 108.3% 106.1% 102.5% 106.9% 102.8% 100.1% 116.3% 104.0% 104.8%

Variable Revenue = Payment per Passenger (Pago por Pasajero Transportado, or PPT) * Passenger Validations PPT(t) = PPT(t-1) * Cost Index * Revenue Adjustment Mechanism (Mecanismo de Ajuste por Ingresos, or MAI) * Capacity Fulfillment Ratio (Mecanismo de Ajuste por Variacin de Plazas y Kilmetros, or MAPK) PPT(t-1): PPT from the previous month, with the base amount set in July 2007 at Ch$194 for Alsacia and Ch$208 for Express. Cost Index: As calculated for each of Alsacia and Express for Base Revenue above. MAI = ((Adjusted Reference Passenger Validations(t) * 65%) + (Actual Passenger Validations(t-1) * 35%)) / Actual Passenger Validations(t-1) Adjusted Reference Passenger Validations(t) = (Reference Passenger Validations(t-1)/ Reference Passenger Validations(t-2)) * Actual Passenger Validations(t-2) Reference Passenger Validations: estimated number of Passenger Validations set forth in the Bidding Guidelines with an annual growth rate of 1.7%. Actual Passenger Validations(t-1): Passenger Validations recorded during the previous month.

MAPK = (Fleet Passenger Capacity(t)/Fleet Passenger Capacity(t-1)) * 40% + (Fleet Passenger Capacity(t)/Fleet Passenger Capacity(t-1)) * (Scheduled Route Distance per Bus(t-1)/ Scheduled Route Distance per Bus(t-2)) * 60% + Additional Route Distance * 60% Fleet Passenger Capacity: fleet passenger capacity registered with the Ministry at the beginning of the month. Scheduled Route Distance per Bus: scheduled route distance set forth in the Operating Plans, divided by the number of buses registered with the Ministry at the beginning of the month. 138

Additional Route Distance: route distance serviced at the request of the Ministry outside of our normal routes and schedules.

Passenger Validations: Aggregate number of Passenger Validations received on all buses of each of Alsacia and Express during the month.

The Service Fulfillment Ratio is an index of our actual passenger capacity and the route distance serviced by our buses measured every two weeks by the Ministry against the numbers agreed upon in our Operating Plans. If we perform exactly as set forth under our Operating Plans, the Service Fulfillment Ratio would equal 100%. Deviations from our Operating Plans cause the Service Fulfillment Ratio to decline. This index is used to reduce revenue for underperformance, but does not provide any benefit for outperforming Operating Plans.

The table below shows the average Service Fulfillment Ratio for each of Alsacia and Express for the years ended December 31, 2007, 2008 and 2009 and the nine months ended September 30, 2009 and 2010.
For the For the Nine Months Ended Year Ended December 31, September 30, 2007 2008 2009 2009 2010

Service Fulfillment Ratio

Alsacia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98.2% 97.5% 97.1% 97.6% Express . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96.0% 97.6% 96.6% 97.8%

96.9% 93.5%

The Ministry reports a preliminary Service Fulfillment Ratio to each bus concessionaire on a semimonthly basis. Each bus concessionaire can then review the preliminary Service Fulfillment Ratio and propose adjustments to it for service interruptions or delays that are outside of the concessionaires control, such as road construction or traffic accidents along its routes. Once the proposed adjustments are reviewed and accepted by the Ministry, the Ministry publicly reports the adjusted Service Fulfillment Ratios for a period starting on the sixth day of each calendar month and ending on the fifth day of the following calendar month. Alsacia and Express also separately calculate the adjusted Service Fulfillment Ratio for each calendar month for their internal reporting purposes. All Service Fulfillment Ratios used in this Offering Memorandum refer to the internal, adjusted Service Fulfillment Ratios calculated by Alsacia and Express. For a more complete description of the Service Fulfillment Ratio, see The ConcessionsConcession RevenueRevenue Formulas. Discounts are based on deviations from bus time and frequency schedules agreed upon in our Operating Plans and measured by the ICF and the ICR. These discounts can be as great as UF 200, depending on the degree of deviation. While Alsacia accounts for discounts as reductions in revenue, Express accounts for discounts as an expense. Therefore, Express does not include discounts in its revenue formula.

Fines The Concession Agreements also include a schedule of fines for detrimental conduct, such as failure to maintain the cleanliness of buses, lack of uniforms for employees, failure to maintain accident insurance, alteration of routes and exceeding the maximum capacity restrictions. Fines under the Concession Agreements range from UF 10 to UF 10,000, depending on the seriousness of the conduct, and the accumulation of more than UF 6,000 in fines paid in a period of 12 months by Alsacia or Express gives the Ministry the right to terminate that partys Concession Agreement. These fines are treated like expenses, rather than deductions to revenue, and are therefore not included in the revenue formulas. Alsacia paid fines of UF 230 in 2005, UF 630 in 2006, UF 810 in 2007, UF 690 in 2008, UF 1580 in 2009 and UF 280 in the first nine months of 2010. Express paid fines of UF 960 in 2007, UF 1200 in 2008, UF 1240 in 2009 and UF 1790 in the first nine months of 2010. 139

Impact of March 2010 Concession Amendments and 2010 Addendums on Revenue If approved, the March 2010 Concession Amendments will modify a number of significant components of Alsacias and Expresss revenue formulas, including Base Payment, Cost Index, Seasonal Adjustment Factor and PPT. Based on our calculations, we believe the changes made by the March 2010 Concession Amendments would have an overall positive effect on our revenue. The 2010 Addendums do not change Alsacias or Expresss revenue formula. Passenger Payments to the AFT Transantiago passengers pay all fares using Bip! cards. While cash payments were accepted on buses in the past, Bip! cards are now the exclusive form of payment accepted on Transantiago buses and the Metro subway. Bip! cards are issued and managed by the AFT, which is responsible for the operation of the Bip! card system and the management of all funds received from Passenger Validations. There are various types of Bip! cards, including the standard Bip! card, which is a bearer card with no personalization; personalized Bip! cards, which include the passengers name and photo; multifunction Bip! cards, which are debit cards that can also be used as Bip! cards; and student passes, which allow students to pay reduced fares during the school year. Passengers purchase Bip! cards, charge them with an amount between Ch$1,000 (or Ch$400 in the case of student passes) and Ch$25,500, and then use them to pay fares by passing the cards by electronic card readers when boarding buses or the Metro subway. Bip! cards can be purchased, at a cost of Ch$1,250 for standard cards and Ch$2,300 for personalized cards, and refilled at AFT vending machines in Transantiago subway stations and at various vendors and kiosks throughout the city. They can also be refilled online or by telephone. When a Bip! card is refilled, the funds are credited to the Bip! card and held by the AFT. When a Bip! card is passed by an electronic card reader, the appropriate fare amount is deducted from the card and transferred by the AFT to an account used to make payments under all of Transantiagos concession agreements, including the agreements with Alsacia, Express, the Metro and the other bus operators. See AFT Payments. AFT Payments Responsibilities of the AFT The AFT is a private corporation, owned by various Chilean banks and other corporate entities, including Banco del Estado de Chile, Banco de Chile, Banco de Crdito e Inversiones, Banco Santander Chile, Promotora CMR Falabella S.A. and Sonda S.A., that acts as the sole collector and custodian of funds for Transantiago. The AFT has entered into separate agreements with the Ministry, Alsacia and Express for the collection and management of all revenue from Passenger Validations and Chilean Government subsidies that come into Transantiago. Under the terms of these agreements, the AFT: issues, manages and maintains the operation of Bip! cards; provides, installs and maintains payment equipment and systems for buses; manages and consolidates information regarding Passenger Validations on buses; collects, manages and distributes the funds of Transantiago through designated bank accounts; and pays suppliers of ancillary services (the Ancillary Service Providers), which are responsible for providing non-transportation services within Transantiago, such as the AFT itself, the Transantiago 140

User Information System (Sistema de Informacin al Usuario de Transantiago), which gathers and distributes information regarding Transantiago to passengers, and the companies responsible for Transantiagos infrastructure and bus schedule alert system. Flow of Funds and Payment Priority Funds paid for Bip! cards are deposited into the first of two accounts managed by the AFT for the benefit of the Transantiago service providers (Account Number 1). Funds from Account Number 1 are first used to pay the Metro. Once the Metro has been paid in full, remaining funds in Account Number 1 are transferred to a second AFT account (Account Number 2). Other funds contributed to the system, most notably Chilean Government subsidies, are also deposited into Account Number 2. All funds entered into Account Number 2 are the property of the Transantiago service providers and may not be commingled with other funds of the AFT. Because funds in Account Number 2 are not the property of the AFT, they would not available to AFTs creditors in the event of AFTs bankruptcy or otherwise. Twice per month, the AFT makes the concession payments by transferring funds from Account Number 2 to a third AFT account, which includes subaccounts for each bus concession holder. Under the Concession Agreements and the agreements we have with the AFT, we are entitled to receive only the funds deposited into Account Number 2. However, if in any given period the funds in Account Number 2 are insufficient to make all payments owed to the service providers of Transantiago, available funds are distributed by the AFT with the following priority: The bus concession holders are entitled to receive 85% of the amounts owed under their respective concession agreements before payment is made to any other party. If the funds in Account Number 2 are insufficient to pay 85% of the amounts owed to the bus concession holders, the funds in Account Number 2 are distributed pro rata , based on the amount owed, to the bus concession holders, and no other payment is made. After payment of 85% of the amounts owed to the bus concession holders, the remaining 15% of the amounts owed to the bus concession holders is pooled with the amounts owed to the Ancillary Service Providers and these amounts are paid pro rata, based on the amount owed.

Once the Metro, the bus concession holders and the Ancillary Service Providers have been paid in full, any remaining funds are used to pay any unpaid amounts from previous periods in the same order of preference, or, if there are no unpaid amounts outstanding, any remaining funds are used to pay any future deficits. Audit Rights and Other Protections We have the right to audit the accounts and operations of the AFT in order to monitor the AFTs compliance with the terms of its contracts with us. In addition, the AFT has provided the Ministry with UF 760,000 in bank guarantees that the Ministry may collect if the AFT does not thoroughly perform its contractual obligations, including if the contract between the AFT and Ministry is terminated early due to the fault of the AFT, whether due to the AFTs declaration of bankruptcy, failure to make payments, or otherwise. Under its agreement with the AFT, the Ministry is required to use funds from these guarantees to pay amounts owed to the Transantiago service providers. In the case of both the AFTs contract with the Ministry and its contracts with us, early termination due to the fault of the AFT would also result in a penalty for the AFT in the amount of UF 600,000. Any such penalty would also be paid to the Transantiago service providers. The Transantiago Subsidy As explained above under TransantiagoThe Transantiago Subsidy, passenger fares paid into Transantiago are insufficient to cover the systems costs, including amounts owed to bus concession holders. 141

Therefore, Alsacia and Express rely on subsidies from the Chilean Government for full payment of revenue earned under their respective Concession Agreements. While subsidies have been approved through 2014, the payment of these subsidies must be approved each year by the Chilean Government. As explained above, Subsidy funds are transferred by the Ministry to the AFT and are used, together with passenger fares, to pay us. We are eligible to receive the Subsidy funds if we are in compliance with our respective Concession Agreements. Performance Bonds Each of Alsacia and Express is required under the Bidding Guidelines to provide the Ministry with a performance bond each year that guarantees the faithful performance of its obligations under its respective Concession Agreement. Each performance bond must have a term of at least 12 months and, during the remaining years of the Concessions, must be in the amount of UF 30,000 in the case of Alsacia and UF 167,000 in the case of Expressthe difference in bond amount is based on a difference in the type of buses each planned to use during the initial bidding process. Alsacia and Express must each provide a new performance bond at least 30 days prior to the expiration of the previous bond during each year of its Concession. Operational Requirements The Concession Agreements require that we use buses with specific engine types, chassis, passenger capacities, seat placement and location, as well as emission and sound levels. In addition, the Concession Agreements set forth maintenance requirements and useful life (vida til) limitations, measured in kilometers, for all our buses. The Concession Agreements do not, however, contain any restrictions on the financing of our buses generally or the selection of suppliers, including suppliers of buses, parts and fuel. Duration of the Concessions Term and Extensions The current term of each Concession Agreement expires in October 2018. The term may be extended for up to 18 additional months if, at the end of the current term, the present discounted value of the actual revenue under each of our Concession Agreement is less than the present discounted value of expected revenue under such Concession Agreement (Valor Actualizado de los Ingresos Esperados). We must request this extension 12 months prior to the expiration of the current term. Under the March 2010 Concession Amendments, if approved, this extension may be for up 24 months, rather than 18 months. In addition, the Bidding Guidelines contemplate the possibility for potential concession extensions as a means to offset revenue reductions caused by an increase in the availability of mass transportation services other than buses, like, most notably, the Metro subway. Nevertheless, the extent to which our Concession Agreements might be extended in such a situation is not established in the Bidding Guidelines and would be determined on a case-by-case basis. Other means contemplated by the Bidding Guidelines to offset such revenue reductions include increases in the payment per passenger variable of our revenue model and the granting of additional services, as was done through the 2010 Addendums discussed above. The term of each Concession Agreement may also be extended for up to 72 additional months if we choose to wholly or partially replace our bus fleet with new buses with higher environmental standards. In order to qualify for such an extension, the replacement bus fleet must possess reduced-contamination technology in terms of weighted particulate matter emissions (PM10) and nitrogen oxide (NOx) emissions, as compared against a similar fleet, in terms of bus size and quantity, made up of buses complying with one of two diesel emission standards: Euro III (an emission standard implemented by the European Union in 2000 for buses and since adopted in other areas of the world) or EPA 98 (an emission standard implemented in the United States for buses 142

with model years between 1998 and 2003). We must request this extension, in writing, 12 months prior to the expiration of the current term. The Ministry would then set forth the extension by an administrative act. Under the March 2010 Concession Amendments, the 72-month extension described above would be superseded by the following: upon the termination of the Concessions, any qualifying replacement buses that we purchase would be incorporated by the Ministry into the bidding process for the right to operate each Trunk Line. The winner of the bidding process for each Trunk Line would be required to acquire any replacement buses for a price equal to the present value of any outstanding balance owed on the replacement buses, assuming all previously due payments on the replacement buses have been made. If the Ministry is unable to sell the rights to the Trunk Lines under these terms, the Ministry would extend the Concessions for consecutive six-month terms until any outstanding balance on the replacement buses has been paid. Nevertheless, as previously noted, the March 2010 Concession Amendments are still under legal review and are not currently in effect. Termination by the Ministry The Ministry may unilaterally terminate the Concession Agreements prior to their expiration in the event of certain breaches by us. Under the Bidding Guidelines, the following acts and omissions by Alsacia and Express are considered breaches of their respective Concessions that would give the Ministry the right to terminate the relevant Concession: Unauthorized reduction in capital when authorization for such reduction is expressly required, or when such reduction is expressly forbidden. Delivery of required information, on two separate occasions, with inaccurate records or data that relate to the Concessions economic and operating conditions. Within 30 days after notice by the Ministry, failure to comply with Section 3.2.1 of the Bidding Guidelines, which sets forth, among other things, restrictions on our ownership and capitalization; Accumulation of (paid) fines in an aggregate amount greater than UF 6,000 during a period of 12 months. Certain fines incurred during the startup stage of the Concessions are not counted for these purposes. Failure to renew, replace or refurnish, as applicable, the performance bond required by the Bidding Guidelines. Assignment of the Concession without the express consent of the Ministry, or modification of the our line of business in breach of the Bidding Guidelines. Abandonment of services at any time during the Concessions term. For these purposes, abandonment is defined as the lack of service frequency during peak hours for two consecutive business days. Failure to provide services following the startup periods set forth in the Bidding Guidelines. Commission of certain infractions set forth in the Bidding Guidelines, including failure to comply with fleet standards, driver requirements and subcontractor requirements, on five separate occasions. Failure to comply with certain obligations related to driver compensation and the provision of bus services agreed to by each of Alsacia and Express in its initial proposal to the Ministry.

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Failure to comply with the obligation to enter into the agreements necessary for Transantiagos integration. Failure to provide service in compliance with the continuity and quality requirements set forth in the Bidding Guidelines.

In the case of termination by the Ministry, Alsacia or Express, as applicable, may be required, at the discretion of the Ministry, to continue to operate their respective concessions during a transition period for up to 18 months or until a replacement concessionaire is found. We would be entitled to compensation for the provision of services during any transition period under the same terms as prior to the termination, but would not be entitled to any compensation thereafter. Pursuant to the Bidding Guidelines and under Chilean law, in order to terminate a Concession Agreement upon our breach, the Ministry must bring a claim against us and undertake administrative proceedings. During any such proceedings, Alsacia and Express have the right to challenge the grounds for termination and present evidence in its favor. After the termination of administrative proceedings, the Ministry would issue a decision regarding the termination of the Concession. The Ministrys decisions are subject to judicial review, and Alsacia an Express may file a complaint regarding the decision before an ordinary court. The March 2010 Concession Amendments provide for additional grounds for early termination and amend some of the grounds described above. The most notable changes are the following: (i) the amount of accumulated (paid) fines required to trigger the Ministrys termination right is increased to an aggregate amount of UF 20,000 during a period of 12 months (instead of UF 6,000); and (ii) the number of infractions, such as failure to comply with fleet standards, driver requirements and subcontractor requirements, required to trigger the Ministrys termination right is increased to eight (instead of five). Nevertheless, as previously noted, the March 2010 Concession Amendments are still under legal review and are not currently in effect. Termination by Alsacia or Express Alsacia and Express have the right to terminate their respective Concessions under certain circumstances. The Bidding Guidelines identify the following two cases in which Alsacia and Express would be permitted to terminate their respective Concessions: During six successive months, Alsacia or Express, as applicable, has not received in full its minimum preferential revenue, as defined in the Bidding Guidelines. The sum of accumulated and outstanding minimum preferential revenue, as defined in the Bidding Guidelines, equals the average of Alsacias or Expresss monthly revenue over the previous six months, as of the date the termination request is submitted.

Termination by us would terminate the relevant Concession, and our obligations under the Concession, as well as our rights to compensation under that Concession. Nevertheless, following termination, the Ministry may require Alsacia or Express, as applicable, to continue providing services under its Concession during a transition period for up to 18 months. During any transition period, we would be entitled to compensation under the same terms as prior to termination. Pending Legislation: Termination by the Chilean Government A bill is currently being processed by the Chilean Congress, which, if approved, would allow the Chilean Government to unilaterally terminate the Concession Agreements prior to their expiration. In the case of such early termination, we would be entitled to the rights associated with expropriation, which include compensation in favor of the expropriated party, payable in cash prior to the termination of the Concession. This bill was approved by the Chilean Senate and forwarded to the House of Representatives for further review on January 11, 2011. 144

Amendments The Concession Agreements may only be amended by mutual consent of the Ministry and the relevant Concession holder. However, under the Concession Agreements, the Ministry may unilaterally (i) modify the permitted passenger capacities and frequency of our bus services; (ii) temporarily modify Operating Plans by requiring additional daily services; (iii) require additional bus departures under certain circumstances; and/or (iv) require that Alsacia and Express use specific buses within their respective fleets to service specific routes. Regardless of whether the Ministry takes any of the unilateral actions described above, the Concession Agreements protect our revenue to a certain extent by requiring minimum levels of scheduled route distance and passenger capacity in the Operating Plans. Both scheduled route distance and passenger capacity are drivers of our revenue. See The ConcessionsConcession RevenueRevenue Formulas. Under the March 2010 Concession Amendments, the Ministry would be able to unilaterally 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. Nevertheless, as previously noted, the March 2010 Concession Amendments are still under legal review and are not currently in effect. The 2010 Addendums do not change the rights of the Ministry, Alsacia or Express with respect to amendment of the Concession Agreements. Other Chilean Government Regulations General In addition to the Concession Agreement, the Bidding Guidelines and other laws directly relating to Transantiago and our Concessions described in The Concessions, we are subject to a number of regulations that govern matters such as driver aptitude, traffic rules, safety regulations, and damages, including the following: Law No. 18,290, Transit Act. Supreme Decree No. 212 of 1992, Regulation for National Public Passenger Transportation Services. Supreme Decree No. 170 of 1985, Driver License Application Regulation. Law No. 18,490 which requires mandatory civil liability insurance for motorized vehicles.

Since we are a transportation business, we also own and operate bus terminals, which are subject to many regulations and permits, particularly of a city planning and environmental nature, within the context of Law No. 19,300, which established the general groundwork for environmental protection, the General Law of Construction and Planning, its Ordinance and Regulation, municipal regulations and city plans. As of the date of this Offering Memorandum, we have a number of permits that are pending approval. Permits Prior Favorable Report: This permit consists of a report issued by the Ministry which describes and approves the operational features of the terminal. This report is required for obtaining the municipal construction permit. This permit has been issued with respect to all of our terminals.

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Urban Traffic Impact Study (Estudio de Impacto al Sistema de Transporte Urbano): This permit is processed before a dependency of the Ministry, which operates a single point of contact, for the purposes of evaluating any potential impacts over traffic conditions in the corresponding projects sector as well as any mitigation measures that may apply. This study, approved as is indicated, is required for obtaining the municipal construction permit. This permit has been approved for the Puente Alto, Pealoln, Huechuraba and Renca terminals, but it is still pending with respect to Maip. National Registry of Passenger Transportation Services: Registration is mandatory and this record is held and kept by the Ministry for all means of remunerated public transportation, particularly for the vehicles by which these services are rendered. This National Registry shall contain all the information that the Ministry may deem relevant in order to oversee and control the abovementioned services. Registration shall be mandatory in order to render services, whichever the means of transportation. Registered vehicles must carry a copy of their registration at all times. This requirement has repercussions in our Concession Agreements. Currently, all of our public transportation vehicles are registered. RCA (Environmental Qualification Resolution): This resolution is issued by the Regional Environmental Commission and its purpose is that of evaluating any potential impacts that a certain project or business may have on the environment. RCAs may be subject the approval of the project to certain conditions that, if breached, may lead to the revocation of the approval, among other potential sanctions. This resolution has been approved for the Puente Alto, Pealoln, Huechuraba and Renca terminals, but it is still pending with respect to Maip. DIA (Environmental Impact Declaration) to modify RCA: As opposed to Environmental Impact Studies, Environmental Impact Declarations are required for projects whose potential impacts on the environment are not substantial. It is currently being processed for all of our terminals. Drinking Water and Drainage Systems Permit (Aguas Andinas): This permit is required for the purposes of connecting the terminals the water and sewer mains as provided by a water company. It is one of the RCAs conditions. It has already been approved for our Pealoln, Huechuraba and Renca terminals, but its approval is still pending with respect to Puente Alto and Maip. Interior Electrical Facilities (SEC TE1): This permit is required for the installation, use, and operation of interior electrical facilities. It is processed and granted by a dependency of the Superintendence of Fuel and Electricity and it has been approved for all of our terminals. Gas Facilities (SEC TC6-TC2): This permit is required for the installation, use, and operation of gas facilities. Applicable statute sets out the minimum requirements for interior gas facilities, collective or otherwise, whether supplied by a gas network or by pressurized tanks. It is processed and granted by a dependency of the Superintendence of Fuel and Electricity and it has been approved for all of our terminals. Fuel (SEC TC4): This permit is required to install, use and operate storage and operation facilities for liquid fuels such as petroleum or diesel. It is processed and granted by a dependency of the Superintendence of Fuel and Electricity and it has been approved for all of our terminals. Pavement Permit (MOP): It is only required for our Huechuraba Terminal and has already been issued. Pavement Permit (SERVIU): Pavement (or repavement, as the case may be) placement works must be previously approved by the National Service of Housing and Planning by way of this permit. This permit has been issued for the Puente Alto, Pealoln, Huechuraba and Renca terminals, but it is still pending with respect to Maip. Waste Extraction (SEREMI SALUD): This permit is required in order to extract waste and other forms of non-hazardous residues and it is required for our terminals because of the volume of waste. It is processed and 146

granted before a dependency of the Ministry of Health. The only terminal that currently possesses this permit is Puente Alto. Other Approvals Municipal Construction: This approval is required to carry out constructions of a certain size. All of our terminals required a construction permit in order to begin building. This approval is processed and granted by the municipality in which the works are intended to be erected. We currently possess construction approvals for all of our terminals except for the Maip Terminal. Provisional Reception: Through this approval, the Municipality provisionally authorizes the use and operation of the newly-constructed works while there are still pending works to be carried out. It shall set forth a term during which the unfinished or pending portions must be terminated and immediately after which the Definitive Reception must be obtained. It is currently being processed for all of our terminals, but has yet to be granted. Definitive Reception: This approval allows permanent use and operation of a construction or a part thereof. It is currently being processed for all of our terminals. Municipal Patent: This patent is issued by the Municipality in which any business operates. Businesses operating within the Municipality must pay bi-annual fees in order to carry out their respective lines of business and non-payment shall bring about fines and other sanctions. The amount of these fees is dependant on the business revenue. Currently, the only terminal with a municipal patent is Huechuraba. Termination and Revocation of Permits The grounds for termination and revocation of permits shall vary depending on their respective statutes. However, material breaches or non-compliance of the permits terms and conditions, as well as other statutory breaches, may bring about the termination or revocation of permits. Inspection and Supervision Surveillance of compliance of sector-specific permits is carried out by the sector-specific Chilean Government agency that issued the corresponding permit. Thus, supervision of compliance in connection with health-related permits shall be carried out by a dependency of the Ministry of Health, and so forth. Therefore, buses and terminals may be inspected by representatives of the Ministry of Health, Transportation, Superintendence of Electricity and Fuel, or other relevant Chilean Government agencies. The inspectors shall present themselves at the place of inspection on a predetermined or non-disclosed date, as the case may be, and personally verify compliance of each and every one of the corresponding permits terms, conditions and requirements, drawing up minutes of all observations which are then signed by both the inspector and the inspected parties. Depending on the seriousness of the breaches, such observations may or may not bring about sanctions. Sanctions Sanctions applicable to non-observance of legal requirements pertaining to these permits may bring forth a wide scope of sanctions which range from written or verbal reprimands, fines (the amount of which also varies in accordance with the specific permits statute), temporary or definitive suspension of authorizations and licenses, seizure of assets, revocation of the permit, disconnection to mains or other public networks when applicable and, in some extreme cases, suspension of works until administrative proceedings are unfolded in order to resolve the matter. 147

BUSINESS Overview General Alsacia and Express together are the largest operator of bus transportation services in the Santiago, Chile metropolitan area, as measured by the available bus capacity and scheduled route length of Alsacia and Express combined. We jointly operate under the Alsacia and Express Concessions and brands to provide passenger bus service within Transantiago, the rapid transit system of Santiago managed by the Chilean Government. As of September 30, 2010, we collectively owned or operated 72 bus routes, 1,861 buses and 9 bus terminals and we had 6,038 employees. In the first nine months of 2010, we received an average of 27 million Passenger Validations per month, which was approximately 28% of the total bus Passenger Validations in Transantiago. Our fleet passenger capacity accounted for 31% and 34% of the total passenger capacity and 21% and 23% of the scheduled route length in Transantiago in 2009 and the first nine months of 2010, respectively. Alsacia and Express had revenue of Ch$66,658 million and Ch$86,065 million and operating (loss) income of Ch$(184) million and Ch$4,429 million for the year ended December 31, 2009, respectively, and revenue of Ch$54,732 million and Ch$70,844 million and operating income (loss) of Ch$3,441 million and Ch$(450) million, respectively, for the nine months ended September 30, 2010. The Transantiago Concessions Transantiago is the public transportation system of the Santiago metropolitan area, consisting of the citys buses, the Metro subway, an integrated electronic payment system, as well as planning and construction functions for Transantiago infrastructure. Transantiago was designed and implemented by the Chilean Government in 2003 in a complete overhaul of the then-existing public transportation system in Santiago, which was largely unregulated and prone to accidents, inefficiency and excessive pollution. Transantiago was implemented in three phases between October 2005 and February 2007 and rerouted the bus lines for more efficient service, consolidated approximately 3,500 independent bus operators into 14 concession holders, introduced an integrated electronic payment system and replaced the majority of buses then in use with a modern standardized fleet. See Transantiago. We hold concessions to operate two of the five trunk bus lines that, together with the Metro subway and the feeder bus lines, make up Transantiago and provide transit service across Santiagos 10 metropolitan zones. Under the Concession Agreements the Ministry grants Alsacia and Express the right to use the roads of Santiago for the provision of urban passenger transportation services along their assigned routes. Our Concessions were initially awarded in 2005 and will expire in October 2018 unless previously terminated. Each respective Concession Agreement can be renewed for 18 months if Alsacia or Express does not reach minimum revenue thresholds set forth in its respective Concession Agreement. See The Concessions. In exchange for the provision of our services, Alsacia and Express receive payment from the AFT under the terms of their Concessions. Substantially all of our revenue is derived from payments under the Concessions, which are based on the aggregate Passenger Validations recorded on our buses as adjusted by formulas set forth in the Concession Agreements. These formulas are driven by the following four main factors: Base Revenue: Base Revenue is a predetermined monthly amount that is adjusted for a seasonality curve, which is predetermined in the Concession Agreements. Base Revenue is also adjusted each month for changes in the Cost Index described below. Base Revenue comprised 43% and 36% of Alsacias and Expresss respective revenue in 2009.

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Variable Revenue: Variable Revenue is based on a number of factors, including our Operating Plans, Passenger Validations and the Cost Index. Variable Revenue comprised 57% and 64% of Alsacias and Expresss respective revenue in 2009. Service Fulfillment Ratio: Every two weeks, the Ministry determines our Service Fulfillment Ratio, which measures our actual operating performance relative to our Operating Plans. The Service Fulfillment Ratio acts as a discount to Base Revenue and Variable Revenue because the Service Fulfillment Ratio is multiplied by our Base Revenue and Variable Revenue for each month to determine our actual revenue earned. If our buses operate exactly as planned in our Operating Plans, our Service Fulfillment Ratio would equal 100% and we would earn the full amount of our Base Revenue and Variable Revenue for that period. If, however, our buses deviate from our Operating Plans, our Service Fulfillment Ratio would decrease, which would lead to a proportionate decrease in our revenue. By improving the timely and accurate delivery of our bus services, we can maximize our Service Fulfillment Ratio and increase our earned revenue. Since 2008, Alsacia has consistently achieved high Service Fulfillment Ratios relative to the other operators in Transantiago while Express achieved Service Fullfillment Ratios that were near the average of other operators. Cost Index: Substantially all of our revenue is adjusted monthly based on a weighted average specified in the Concession Agreements of the Chilean consumer price index; the price of vehicle insurance, inspection and registration; the Chilean labor cost index; the price of diesel fuel; the price of mineral oil lubricant; the price of tires; and the U.S. dollar/Chilean peso exchange rate. Because most of our operating expenses are also correlated or directly tied to these factors, the Cost Index significantly mitigates the effect of changes in these factors on our operating income or loss.

See The ConcessionsConcession Revenue for a more complete description of our Concession revenue. Transantiago Fund Sources Through the Concession payment formula, the Ministry regulates the supply and quality of our bus services in coordination with the services provided by other bus concession holders and the Metro. Passengers currently pay a Ch$520 bus fare throughout Transantiago, which includes up to two free bus transfers, plus an additional fee of either Ch$20 or Ch$80 to transfer to the Metro subway, depending on the time of the day. Payment methods and fares are standardized across the system with an electronic fare system. The electronic system consists of a prepaid smart card, called the Bip! card (a brand name derived from the sound made when the card is passed by an electronic card reader), with an embedded microchip, which can be purchased from vending machines, vendors and kiosks throughout Santiago. Transantiago passenger fares are regulated and periodically set by a panel of experts (Panel de Expertos) appointed by the Ministry. Although the Ministry is our counterparty under the Concession Agreements, the Ministry does not pay or guarantee our Concession revenue. Instead, all revenue generated in Transantiago from passenger fares payments is deposited into accounts managed by the AFT, which is responsible for the Bip! card system and the management of all associated funds on behalf of all Transantiago service providers. The AFT is separate from the Ministry and is a private corporation, owned by various Chilean domestic banks and other corporate entities, including Banco del Estado de Chile (the state bank of Chile), Banco de Chile, Banco de Crdito e Inversiones, Banco Santander Chile, Promotora CMR Falabella S.A. and Sonda S.A. The AFT was established to collect and hold all revenue generated by Transantiago in trust for the benefit of the various Transantiago service providers and concessionaires, including Alsacia and Express. This revenue is then distributed, in order of contractual priority, first to the Metro, then to the bus concession holders and then to Transantiagos ancillary service providers, including the AFT, in accordance with the terms of their respective concession agreements.

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Since 2007, a significant portion of Transantiagos revenue, and consequently our revenue, has been subsidized by the Chilean Government through supplemental payments to the AFT, which, in turn, are paid to us and the other bus concessionaires. These supplemental payments are made twice per month, on the same schedule as our 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 Alsacia and Express. 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 Ch$151,960 million from June through December of 2007, Ch$361,092 million in 2008, Ch$359,172 million in 2009 and Ch$255,339 million for the nine months ended September 30, 2010, which comprised 42%, 50%, 49% and 45% of the total costs to support Transantiago during those respective periods. Our History GPS Group GPS Group and its controlling shareholders have operated businesses in various sectors, including urban transportation, process outsourcing, environmental solutions and real estate development, and have a presence in both South and North America, including in Chile, Colombia, Panama, Peru and the United States. GPS Group and its controlling shareholders hold approximately U.S.$400 million in total assets and generated revenue of more than U.S.$350 million in 2009 through their various business ventures. GPS Group is focused on generating value by growing its current businesses and capitalizing on new opportunities in its current business sectors. GPS Group is principally owned by Carlos Ros, Javier Ros, and entities controlled by them and members of their family. Alsacia After enjoying success in operating a concession in Bogot, Colombia, the controlling shareholders of GPS group founded Alsacia to explore the opportunities related to Transantiago. In January 2005, Alsacia was incorporated under Chilean and bid for Transantiagos Trunk Line 1 (Troncal Uno), which consists of bus routes that run from north to south across much of the Santiago, Chile metropolitan area. After winning the rights to operate Trunk Line 1, Alsacia entered into a concession agreement with the Ministry on January 28, 2005 for the provision of public transportation services. In October 2005, Alsacia began operations as a part of Transantiago. With a fleet of over 600 Volvo buses and over 2,500 employees, Alsacia currently transports approximately 500,000 passengers each day and transported over 44 million passengers in 2009 alone. Having enjoyed success in the operation of Trunk Line 1 through Alsacia, the controlling shareholders of GPS Group began discussions to assume the independent operation of Trunk Line 4 in 2008. See Express and Use of ProceedsThe Acquisition. Express Express was founded in 2005 and incorporated under Chilean law as a joint venture between the controlling shareholders of GPS Group and a Colombian investor group called Grupo Transportador. In December 2000, Transmilenio, the transit system that serves the city of Bogot, Colombia, opened to the public. The controlling shareholders of GPS Group joined with Grupo Transportador, a former transportation provider in Bogot, to bid for a concession in the Transmilenio system. Together, the controlling shareholders of GPS Group and Grupo Transportador won a concession, which they continue to operate.

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In 2003, the controlling shareholders of GPS Group and members of Grupo Transportador, having enjoyed a successful partnership in Transmilenio, decided to participate jointly in the bidding process for Transantiago, through Express, to operate Trunk Line 4 (Troncal Cuatro). At this same time, the controlling shareholders of GPS Group bid for Trunk Line 1 (Troncal Uno) independently from Grupo Transportador through Alsacia. In January 2005, Express entered into a concession agreement for the operation of Trunk Line 4, and in October 2005, Express began operating in Transantiago. In 2008, the controlling shareholders of GPS Group and members of Grupo Transportador began discussions regarding the separation of their joint operation. As part of the negotiation that followed, they agreed that Grupo Transportador would by itself take over the operation of Transmilenio and that the controlling shareholders of GPS Group would take over their largest joint operation, Trunk Line 4 Transantiago. On February 3, 2011, the controlling shareholders of GPS Group entered into an agreement with members of Grupo Transportador and other related persons and entities to acquire the 55% of Express that is not currently beneficially owned by affiliates of Alsacia for U.S.$70.5 million in cash and to separate the other business interests of GPS Group and Grupo Transportador. In addition in order to facilitate equity transfer related to the Acquisition, Panamerican will pay U.S.$7.9 million to partially repay certain debt of GPS Group. This transaction is expected to be completed shortly after this offering. We intend to finance our proposed acquisition of Express through this offering of Notes. Our Business Strategy Our goal is to be the best operator in Transantiago while operating under the most efficient cost structure, which we believe will allow us to generate the most income under our Concession Agreements and in future concessions for bus and other services in Chile. We believe that each of the strategies described below can help us to achieve our goal. Improve Timeliness, Frequency and Quality of Our Bus Services We seek to increase the timeliness, frequency and quality of our bus services which we believe will increase our overall revenue in three ways. First, if we improve our bus operations relative to our Operating Plans, then our Service Fulfillment Ratio will increase. Because substantially all of our revenue is affected by our Service Fulfillment Ratio, each percentage point increase in our Service Fulfillment Ratio will result in an approximate 1% increase in our revenue. Second, improved service frequency and timeliness also increases our ICF and ICR, which minimizes various discounts applied to our revenue under the Concession Agreements. Third, we believe that by maintaining high Service Fulfillment Ratios, ICF and ICR, we can increase the level of goodwill we hold with the Ministry and the Chilean Government. We believe that increased goodwill will increase our ability to obtain new routes, route extensions and modifications that may increase our revenue. Among the ways that we believe we can improve our operational efficiency is by (i) applying Alsacias operating procedures to Express to try to improve Expresss Service Fulfillment Ratio, which we believe has been declining in recent months due to turnover in certain employees and the recent addition of portions of trunk line 3 to Expresss prior routes, and (ii) leveraging key strategic relationships with our outsource partners, Citymovil and BIG Services SpA, whom we believe will provide us with superior service in the areas of planning, service fulfillment, quality control and operational information management outsourcing. We also believe our existing strategic relationships with key transportation service and product suppliers such as Brazils Petrobras for fuel supply; Argentinas Asesoras y Proyectos San Jorge S.A. for driver training outsourcing; Swedens Volvo for buses and spare parts; and Germanys ZF Friedrichshafen AG for bus transmission systems will help us to lower our future costs. These outsourced relationships and vendors allow us to focus on our core operations to improve our performance.

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Maximize Synergies from Joint Operating Arrangements with Express We expect in the near term to achieve a number of cost synergies by jointly coordinating the operations of Alsacia and Express, including the following: Increasing route and terminal densities will allow us to minimize the number of unpaid kilometers driven by our buses and drivers. These unpaid kilometers primarily include distances driven between the bus terminal and the start of a bus route, along with distances driven to switch bus routes in the middle of a work shift. Reduction of unpaid kilometers will reduce our fuel, labor and bus depreciation and maintenance costs without a corresponding decrease in revenue. We believe that Express in particular will benefit from the use of Alsacias Huechuraba and Pealolen terminals, which are located in the northern and eastern portion of Santiago, respectively, where many of Expresss routes are located. See Property and EquipmentBus Terminals for an illustration of our current terminal locations in relation to our bus routes. Increasing the number of drivers and bus terminals will allow us to minimize the distance we travel to shuttle drivers to and from work, resulting in cost savings. We also expect to be able to schedule more efficient breaks for our drivers by combining the our existing rest stops and eliminating redundant rest stops. Because some of the rest stops of Alsacia are the closest rest stops to certain routes of Express, and vice versa, we believe we can achieve improvements in productivity by minimizing the time to travel from a bus route to the nearest rest stop. Eliminating redundant general and administrative labor costs between Alsacia and Express, including duplicative finance, accounting, legal, executive management and board functions, resulting in significant cost savings. Along with the reduction in headcount, there will be a reduction of the overhead costs for associated office space, computer equipment and other non-compensatory costs relating to any reduced headcount, allowing us to realize significant savings from elimination of redundant labor functions. Leveraging the size of our combined fleet to increase our purchasing power for buses, tires, spare parts and maintenance supplies and services.

Seek Approval of the Ministry To Allow Joint Management of the Operations of Alsacia and Express, Maximize Revenue and Identify Service Improvements The current Concession Agreements contain certain restrictions on our ability to share bus routes, bus drivers, or buses between Alsacia and Express. If we are able to remove these contractual restraints, we believe we will be able to realize significant synergies in addition to those described above. The Chilean Government has also announced a number of initiatives that we believe will increase demand for Transantiago bus services. For example, the Chilean Government plans to implement an urban toll system to tax private use of city roads and more stringent regulation of automobile and traffic regulations, which we believe will increase the cost of private automobile transport and, as a result, increase bus ridership. In addition, the Chilean Government began a campaign to reduce fare evasion, which is currently estimated by the Ministry to occur on approximately 18% of passenger trips, by placing more fare inspectors on buses, implementing new payment zones where passengers pay fares before boarding buses, increasing fines and creating a master list of people who fraudulently use subsidized fare cards. We also believe that the Chilean Government will implement further fare increases. Build on Our Experience as an Operator To Obtain New Concessions We intend to leverage our experience in bus operations and concessions to obtain new concessions within Transantiago. We believe that there will be significant opportunities to expand our role within Transantiago in the 152

near term because the feeder line bus concessions are scheduled to end in October 2011. We expect the Ministry will solicit new bids to operate the feeder concessions when they expire. Although the solicitation process has not been established yet, there is no requirement for the Ministry to maintain an open bidding process available to all interested parties. Instead, the Ministry can enter into private negotiations with a single potential service provider. In the past, the Ministry has reassigned certain bus routes and concessions to other existing concession holders in Transantiago without conducting an open bidding process. We believe our operating history in Transantiago will give us an advantage in winning feeder line concession when and if they are renewed. Our experience in Transantiago also gives us valuable expertise in operating and managing public transportation concessions. We plan to apply this expertise to help us win transportation concession in other major metropolitan areas in the world. We also believe that other concession bidders throughout the world will seek our expertise and prior concession credentials by partnering with us and giving us minority interests in the concessions with minimal equity investments by us. Increase Overall Operating Efficiencies and Cost Reductions We intend to continue initiatives designed to decrease our operating and overhead costs in addition to any synergies we may realize from the joint management of the operations of Alsacia and Express. Our costcutting initiatives include improving route designs for added efficiency, partnering with Citymovil and BIG Services SpA to improve bus and driver scheduling and GPS-based service rendering control, improving bus reliability and availability, and improving our driver hiring and training programs and other safety initiatives across our operations. In addition, we believe the Acquisition will allow us to take advantage of a unified management structure to apply operational and managerial best practices across Alsacia and Express. We believe that knowledge sharing and cross training on best practices will help reduce the operational costs of Alsacia and Express in addition to the synergies described above. Our Strengths We believe the following are our principal competitive strengths: Solid Contract-Driven Revenue We have a consistent source of recurring revenue from our Concessions to operate two of the five trunk lines in Transantiago. The Concessions expire, unless previously terminated, in October 2018, which is one year after the expected final maturity of the Notes. The Concessions can be renewed for 18 additional months if we do not reach minimum revenue thresholds set forth in the Concession Agreements. The revenue formula under the Concessions significantly mitigates the effects of changes in inflation of the Chilean peso, the Chilean peso/U.S. dollar exchange rate, the cost of fuel and labor, and the number of passengers on our buses. See discussion of these factors under Managements Discussion and Analysis of Financial Condition and Results of Operations for Alsacia and ExpressQuantitative and Qualitative Disclosures About Market and Operating Risks. Our counterparty under the Concession Agreements is the Ministry, which has a vital political interest in the continued services provided by Transantiago. Together with the rest of Transantiago, we serve a majority of the people in Santiago to meet their daily transportation needs. We play a critical part within Transantiago, and operate approximately 47% of its intrazonal trunk lines, as measured by passenger capacity. Without our services, the daily commute for a significant number of Santiago residents would be disrupted. As a result, we work closely with the Ministry and the Chilean Government in general to resolve emerging issues that we face. The Chilean Government demonstrated its interest in Transantiago in 2009 by implementing a subsidy for Transantiago to supplement the systems revenue, which has been lower than anticipated in the initial bidding process. The subsidy is adjusted annually through the Chilean national budget and has been approved until 2014 153

to help maintain the long-term financial stability of Transantiago, including Alsacia and Express. See The Concessions for a description of the subsidy, our Concessions and the Concession revenue. Achieved Economies of Scale As a result of the Acquisition, Alsacia and Express, viewed as a commonly controlled operation, will become the largest operator in Transantiago, as measured by available bus capacity and scheduled route distance. Together, we managed 1,861 buses and 9 terminals, transported 29 million passengers per month in 2009 and traveled 9.1 million kilometers per month in 2009. Combined, the companies will control 34% of the bus capacity within Transantiago and 47% of the bus capacity among the trunk line operators. We believe that our larger size will give us: economies of scale in management and administrative costs; greater purchasing power for materials, services and spare parts; reduced spare parts inventories as a percentage of buses due to parts sharing; more efficient scheduling and reduced idle time for buses, terminals and drivers; and route densities for transferring buses and drivers between lines and to and from bus terminals.

See discussion above under BusinessOur Business StrategyMaximize synergies from the Acquisition of Express. Efficient Operator General Alsacia has developed robust business processes and logistics that have made it one of the most efficient bus operators in Transantiago. Alsacia has consistently maintained a high Service Fulfillment Ratio, which is a comparison of actual in-service capacity, number of hours in service and distance traveled by each operators buses against Operating Plans. Our efficiency stems from our expertise in bus maintenance, driver training and management, operational planning and fleet logistics. Express has historically achieved a Service Fulfillment Ratio near the average of other concession holders in Transantiago. Upon completion of the Acquisition, we believe that we can improve Expresss performance by applying Alsacias operating and management techniques to Express. Bus Maintenance High quality maintenance service is an important part of our success and enables us to keep our buses running longer, with less down time and at a lower operating expense. In 2009, Express received ISO 9001:2000 certification for its maintenance operations. Similarly, in 2009, Alsacias five maintenance terminals were certified under both the ISO 9001:2000 and ISO 9001:2008 standards. All of Alsacias maintenance and electrical technicians attend three one-week training modules to help them maintain our buses. All of these maintenance practices help decrease our overall operating expenses and increase the in-service time and percentage for our buses. See further discussion below under BusinessOur OperationsBus Maintenance. Driver Training and Management We provide extensive training and benefits for our drivers, which we believe increases their operating efficiency and reduces driver turnover. Driver candidates must first pass our rigorous selection process, which 154

involves matching candidates to competency maps. Once hired they must complete a new-hire training program to build their driving and safety skills and prepare them for customer service. Once they are working in the field, we give them ongoing training to refine and refresh their skills. Alsacia has partnered with Asesorias y Proyectos San Jorge S.A., a driver training provider, for the basic training of Alsacias drivers and the development of an efficient driving program tailored to reduce fuel consumption and wear on bus systems. In addition, Alsacia intends to work with Asesorias y Proyectos San Jorge S.A. in the future to provide driver training and certification through the use of advanced driving simulators, if approved by future regulations. We also constantly monitor driver performance, attendance and punctuality. This monitoring allows us to better coordinate drivers with our dispatch system, which in turn reduces our operational labor costs. Indentifying deficiencies and errors revealed during monitoring helps us refine our training programs to avoid similar errors in the future. Our compensation programs are also designed to incentivize performance. When combined with our general employee benefits, well maintained working facilities and the uniforms we provide, we believe our total compensation is competitive in the industry. Scheduling After agreeing to an Operating plan with the Ministry, it is up to the operators to schedule operations. We have access to sophisticated technology to schedule and optimize the operational program. Our scheduling process matches buses and drivers to meet the Operating Plan requirements while complying with other legally mandated restrictions such as maximum drivers working hours, minimum number of Sundays off, and driver vacations. Our scheduling process allows us to balance our legally mandated requirements with our demand peaks and bus maintenance schedules. Our scheduling processes result in a satisfactory delivery of the service at a minimum cost. Fleet Logistics We use Transantiagos real time GPS based system to monitor and control our fleet operations and we directly employ and supervise our drivers. We also place supervisors along our bus routes, who monitor the timeliness of our buses and communicate with our drivers and our central control center to coordinate adjustments to our routes in response to street conditions. These measures enable us to maintain strict quality controls and take advantage of the economies of scale resulting from the size of our operations. Our logistics and routing systems utilize global positioning systems and scheduling software to maximize the performance of our buses and drivers. Experienced Management Team with a Proven Track Record Our senior management team is composed of professionals who have significant experience in transportation and other business sectors, providing us with a deep understanding of the industry and the regulatory environment as well as our customers needs and expectations. Our Operations Bus Routes As of September 30, 2010, we operated 72 bus routes under the Concessions that are defined in our Operating Plans. Routes are created and designed according to expected demand for our services in the different areas of Santiago. Each route schedule of services requires a certain frequency for each time of the day to be 155

performed with the appropriate bus. The average route length (one way) is 20 kilometers for Alsacia and 23 kilometers for Express. In Alsacia, we estimate route financial performance taking into account operational differences among routes such as route length, empty kilometers required to provide a service, passenger evasion, average speed, fuel consumption, driver time requirement, and some other specific costs. We routinely monitor this financial performance and adjust operations to improve them and negotiate changes to our Operating Plans that may help benefit our performance as well as service to our passengers. Bus Maintenance Our bus maintenance programs are designed to maximize bus reliability and availability, which lowers our operating expenses and extends the operational life of our buses. In 2009, Express received ISO 9001:2000 certification for its maintenance operations. Similarly, in 2009, Alsacias five maintenance terminals were certified under the ISO 9001:2008 standard. We systematically measure our maintenance performance through the performance statistics described below. We measure reliability by tracking the number buses that make unscheduled returns to a bus terminal per 10,000 kilometers driven. During the nine months ended September 30, 2010, the cumulative reliability ratio was 2.24 for Alsacia and 2.42 for Express. We measure availability by tracking the number of buses available at peak hours divided by total fleet. This cumulative availability ratio for Alsacia is 96% and for Express is 97% through September 30, 2010. To maximize our performance in these areas, we also apply preventive, repair and aesthetic maintenance procedures. Under our preventive maintenance program, we perform on average about 16 inspections per year, more than the number recommended by Volvo. In addition, preventative maintenance includes the implementation of technical upgrades and patches, fixes, recalls and regulatory modifications that are issued by the Chilean Government and bus and equipment manufacturers. Through careful coordination of bus and mechanic schedules, we are able to minimize the labor costs associated with our preventative maintenance programs while minimizing bus down time. Our preventive maintenance programs result in improved fuel efficiency, reduced repair maintenance costs and lower incidence of on-the-road mechanical assistance. Repair maintenance is performed when service indicator lights are activated in our buses, maintenance service is required because of a breakdown, or a technician discovers a mechanical problem during an inspection of a bus. We also inspect each of our buses when they leave and when they return to our bus terminals and have developed a preventative and predictive maintenance program. During the repair maintenance process our technicians are monitored by the appropriate maintenance supervisor so that our repairs are performed correctly. After each repair for which there is a repair checklist, the technician must fill out such checklist as part of his quality control report. Our maintenance supervisors are required to perform at least one daily review of repairs by reviewing the repair checklist and confirming that the work has been done by the technician. Once work has been completed the supervisors must file a repair report and release the bus for operation. We analyze our repair history and trends to conduct root cause analysis of the problems that led to repair. By identifying the root cause and eliminating it through preventative maintenance or procedural changes, we are able to lower our repair expenses. We also strive to minimize our inventory of spare parts through strict cost and inventory management and standardization of our bus fleet. Finally, our buses are also maintained at an aesthetic level with regular internal and external bus washes, paint touchups and cosmetic body damage repair. These aesthetic improvements help us to avoid fines and increase passenger satisfaction and perception of our operating brands.

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Our maintenance personnel are subjected to a rigorous training program so that they apply the latest maintenance techniques. In total, Alsacia and Express maintenance personnel received 11,241 hours of training in the nine months ended September 30, 2010. Our Employees As of September 30, 2010, Alsacia and Express each employed a total of 2,481 and 3,557 employees respectively, as illustrated in the table below. Approximately 5.0% and 11% of these employees, respectively, were considered administrative staff. Historically, Alsacia and Express have been operated and managed as separate business entities. Upon completion of the Acquisition, we believe that there are opportunities to realize some synergies by eliminating redundant staffing. In addition, we believe that we can reduce the ratio of administrative staff to operations staff by implementing some of Alsacias management practices at Express. See discussion above under BusinessOur Business StrategyMaximize synergies from the Acquisition of Express.
Alsacia Express Total NonSubNonSubNonSubOperational Operational total Operational Operational total Operational Operational total

Employee Type

Bus Drivers . . . . . . . . . . . . Operations Control Staff . . . . . . . . . . . . . . . . Maintenance Technicians . . . . . . . . . . Administrative Staff . . . . . Managers . . . . . . . . . . . . . . Officers . . . . . . . . . . . . . . . Total Employees . . . . % of Total . . . . . . . . .

1,685 333 248 55 31 9 2,361 95.2%

0 0 0 78 30 12 120 4.8%

1,685 333 248 133 61 21 2,481

2,354 365 494 112 36 6 3,367 94.7%

0 0 26 111 40 13 190 5.3%

2,354 365 520 223 76 19 3,557

4,039 698 742 167 67 15 5,728 94.9%

0 0 26 189 70 25 310 5.1%

4,039 698 768 356 137 40 6,038

In addition to our full-time employees, we also employ part time employees to meet some of our labor needs. The substantial majority of these part-time employees are bus drivers that we utilize to meet peak demand during the morning and afternoon commute on work days. As of September 30, 2010, we had 601 part-time drivers on call. Driver Training We provide training, benefits and performance monitoring for our drivers, which we believe increases their operating efficiency and reduces driver turnover. Driver candidates must first pass our rigorous selection process, which involves careful selection of candidates to match skill set profiles and competency maps that we have created for our driver positions. This screening process is designed to select bus drivers with high potential for success. Alsacia has partnered with Asesorias y Proyectos San Jorge S.A., a driver training provider, for the basic training of Alsacias drivers and the development of an efficient driving program tailored to reduce fuel consumption and wear on bus systems. In addition, Alsacia intends to work with Asesorias y Proyectos San Jorge S.A. in the future to provide driver training and certification through the use of advanced driving simulators, if approved by future regulations. Once hired, our drivers must complete a new-hire training process that is designed to improve their driving skills, increase their awareness of driver safety and train them on the features of our buses. Before carrying their first regular passenger, our drivers must participate in two to four weeks of training, depending on their level of prior experience. In addition, we require that all of our drivers posses valid driver licenses, issued by the Chilean Government, certifying that they can drive commercial buses. Express offers a similar new-hire training process. 157

Once they are dispatched into the field, our driver training continues with broad range of skills training programs covering topics such as defensive driving, fuel efficient driving practices, core driving skills, customer service and stress management. These training programs are provided by local technical schools and are repeated at regular intervals to continually improve and maintain driver skills. In the first nine months of 2010, Alsacia drivers logged 78,164 hours of training with an average of 46 hours per driver, and Express drivers logged 17,275 hours of training with an average of 7.5 hours per driver. In addition to the skills training, we have developed a driver career development and coaching plans to support our drivers long-term advancement and professional development. We expect Express training programs to be expanded with skills training programs similar to those in place in Alsacia, upon the completion of the Acquisition. We provide our drivers with competitive salaries, uniforms, and good working conditions on their buses, in the terminals and at rest stops. Our labor contracts provide for paid vacation, guaranteed annual bonuses, Christmas bonuses, and performance bonuses for attendance and punctuality. The agreements also provide for monthly meal and travel allowances payable to employees. We also give our drivers performance incentive pay based on their punctuality and attendance measures each month. These benefits demonstrate our commitment to our drivers and other employees and help us maintain average driver tenure of approximately 3 years. At Alsacia, we constantly monitor driver performance to give them proper feedback, to identify drivers that need additional training or remedial action and to identify, promote and reward our best drivers. Drivers are periodically evaluated and ranked on their performance based on their punctuality, attendance records, accident rate, supervisor warnings, passenger complaints filed with Transantiago, and the number of unscheduled bus returns to a terminal by a driver that are not caused by bus mechanical failures. By tracking driver performance and improvement, we can continuously improve our training programs and apply driver best practices across all of our drivers. Measuring driver attendance and punctuality also allows us to better coordinate our dispatch program, which in turn reduces the operational costs associated with our drivers. Collectively, we believe our driver training, compensation and monitoring programs promote a pleasant work environment and improve employee morale and satisfaction. Fuel All of our buses use Grade A-1 diesel fuel which is commercially available throughout Santiago. Because our revenue under the Concession Agreements increases with increases in the price of fuel, as described above under The ConcessionsConcession Revenue, we do not hedge against the cost of fuel in our fuel supply contracts. Alsacia has contracted with Petrobras Chile Distribucion Ltda. (Petrobras), an affiliate of the Brazilian state oil company, to be its exclusive supplier of Grade A-1 diesel fuel and for Petrobras to supply all of Alsacias needs, subject to certain customary exceptions. The contract expires in November 2012 and is automatically renewed for additional one-year terms unless either party gives prior notice of non-renewal. The fuel price contained in the contract is subject to various factors including the refinery price set by the National Petroleum Company (Empresa Nacional de Petroleo or ENAP) which is the sole refiner of oil in Chile, any indirect effect produced by the discount ENAP gives to distributors of diesel fuel, taxes and general expenses incurred by Petrobras such as delivery costs. The general expenses are subject to biannual adjustment based on the Chilean Consumer Price Index and a transportation cost index. Alsacia has minimum purchase commitments under the contract to purchase 2,500 cubic meters of diesel fuel per month. In addition, under the fuel supply contract, Alsacia must carry Petrobras advertisements on some of its buses for certain days during May, June, and July of each year. Petrobras also provides maintenance for Alsacias fuel pumps for no additional charge. As of November 2009, Express has a three-year contract with Compaa de Petroleos de Chile Copec S.A. (Copec) to be its exclusive supplier of Grade A-1 diesel fuel and for Copec to supply all of Expresss diesel fuel needs, subject to certain customary exceptions. The agreed upon volume is 4,000 cubic meters per month. The term of the contract is originally set out as a three-year term, but it may be extended for an additional 158

two-year term if neither party gives prior notice of non-renewal. If this were the case, then Copec shall reimburse the difference from the general expenses corresponding to first three years against the August 13 proposal and the method of reimbursement shall be mutually agreed among the parties. The fuel price contained in the contract, which is not guaranteed by Copec, is subject to various factors including the refinery price for fuel set by ENAP, any discounts given by ENAP to the Transantiago operators, taxes and general expenses incurred by Copec. The general expenses are subject to a triennial adjustment according to changes in the Chilean Consumer Price Index. The contract is subject to termination if the Ministry or other relevant authority halts part or all of Expresss business. The contract with Copec was renewed 6 months ago. Planning The Management Planning Department (Gerencia de Planeamiento) is in charge of developing and agreeing on Operating Plans with the Ministry and then defining the detailed schedule of buses and drivers for our operations. New business opportunities, like, for example, new or improved bus routes, capture additional demand for our services, which in turn increases our potential revenue under the Concession Agreements. In addition to increasing revenue, we have been able to lower costs through strategic scheduling of our buses and bus operators. By optimizing the use of our buses and human resources, we are able to reduce our overall costs and improve profitability. Our planning process has a solid track record in applying complex optimization models to arrive at costefficient scheduling and to suggest changes to our Operating Plans. We measure their performance by looking at the percentage of buses that leave our bus terminals on or within two minutes of its scheduled departure. The percentage of such on-time departures for Alsacia and Express averaged 92% for Alsacia and 77% for Express during the nine months ended September 30, 2010. We have contracted with a logistics consultant to optimize our fleet and bus allocations as well as implement our route monitoring and dispatch system. Our dispatch software allows us to monitor usage of buses for route allocation purposes and for measuring the performance of our drivers. The data we are able to obtain allows us to improve our level of performance by applying corrective measures or providing extra training where needed. Our software dispatch system allows us to meet peak demand while keeping the drivers shift duration within the permitted bounds as mandated by the labor laws of Chile. Our team of dispatchers continuously monitors traffic congestion and rider demand fluctuations in order to efficiently allocate our many buses. Our integrated GPS system allows us to track our buses and maintain them on schedule as required by the Concession Agreements. Our algorithms take into account speed analysis to assign bus schedules and assign shifts to drivers to match bus schedules. Bonuses are also payable to dispatchers who meet on-time dispatching goals. Scheduling and Traffic Control We divide our bus fleet operations into two critical areas. The Scheduling Department schedules bus drivers, optimizes our inventory of available buses that are ready to go into service, matches the drivers to the buses, allocates available buses and drivers among our terminals, and regulates the dispatch of each bus into service. Once a bus goes into service, the Traffic Control Department (Control de Operaciones de Flota) takes over from the Scheduling Department. In a central control room, the Traffic Control Department monitors the flow of all of our buses on the street, traffic levels, and the allocation and flow of buses along each route. They are able to pinpoint the precise location of each bus through GPS systems installed on all of our buses. They continuously monitor our bus fleet in the field and take corrective actions to reallocate the pace and flow of buses to maintain consistent service and minimize service lags or gaps. The control room is able to communicate with route coordinators located in the field who flag down bus operators and give them instructions to adjust their pace. 159

The effectiveness and efficiency of Alsacias bus fleet operations have earned it consistently high Service Fulfillment Ratio in Transantiago in the nine months ending September 30, 2010. Expresss Service Fulfillment Ratio has generally been near the average of other concession holders over the same period. We believe that the recent decline in Expresss Service Fulfillment Ratio is a result of turnover in certain employees and the recent addition of portions of trunk line 3 to Expresss prior routes. We believe we can improve Expresss operational performance by applying the best practices from Alsacia.
Service Fulfillment Ratio (1) (ICPH / ICPKH)
102.0% 100.0% 98.0% 96.0% 94.0% 92.0% 90.0% 88.0% 86.0% 84.0% 82.0% 80.0%
Alsacia Express

ICPH

ICPKH

(1) Ratio of actual passenger capacity and route distance serviced compared to the scheduled passenger capacity and route distance in Operating Plans during the applicable period (ndice de Cumplimiento Plaza Kilmetro Hora). Prior to October 2009, the calculation of this ratio did not include distance (kilmetros) and was known as ndice de Cumplimiento Plaza Hora. The Ministry added distance (kilmetros) to the ratio in October 2009 and renamed it ndice de Cumplimiento Plaza Kilmetro Hora. The Ministry reports a preliminary Service Fulfillment Ratio to each concessionaire on a semi-monthly basis. Each concessionaire can then review the preliminary Service Fulfillment Ratio and propose adjustments to it to reflect service interruptions or delays that are outside of the concessionaires control, such as road construction or traffic accidents along its routes. Once the proposed adjustments are reviewed and accepted by the Ministry, the Ministry publicly reports the adjusted Service Fulfillment Ratios for a period starting on the sixth day of each calendar month and ending on the fifth day of the following calendar month. Alsacia and Express also separately calculate the adjusted Service Fulfillment Ratio for each calendar month for their internal reporting purposes. All Service Fulfillment Ratios used in this Offering Memorandum refer to the internal, adjusted Service Fulfillment Ratios calculated by Alsacia and Express. For a more complete description of the Service Fulfillment Ratio, see The ConcessionsConcession RevenueRevenue Formulas and BusinessOverviewThe Concessions. Labor Unions Substantially all of our employees are unionized. Alsacia has entered into collective bargaining agreements with labor unions number 1 through 5 covering approximately 72% of its employees, which expire on December 31, 2012. In addition, approximately 14% of Alsacias employees are covered under a collective bargaining agreement with the Sinemia labor union which expires on March 31, 2013. These agreements require annual salary raises equal to the increase, if any, in the Chilean Consumer Price Index and provide for additional incentive compensation for meeting punctuality and attendance standards. Workers were also paid a one-time signing bonus ranging from Ch$100,000 to Ch$400,000. On July 6, 2010, Alsacia experienced a temporary service disruption for a few hours at its Pealoln terminal because some of our bus drivers alleged that the buses were being operated unsafely. Local police negotiated a quick end to the disruption, and Transantiago coordinator ultimately determined that the driver complaints were without merit. 160

Jan-08 Feb-08 Mar-08 Apr-08 May-08 Jun-08 Jul-08 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08 Jan-09 Feb-09 Mar-09 Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov-10 Dec-10

Express has entered into collective bargaining agreements with a number of labor unions covering approximately 84% of its employees, which expire in February 2013. In addition, the majority of Expresss remaining workers are covered under a separate collective bargaining agreement which expires in March 2011 that we expect will be renewed under terms to be negotiated. These agreements require annual salary raises equal to the increase, if any, in the Chilean Consumer Price Index and provide for additional incentive compensation for meeting punctuality and attendance standards. In Workers were also paid a one-time signing bonus with an average of Ch$304,000. 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. In addition to the collective bargaining agreements with the unions, we are required by Chilean law to enter into employment contracts with all of our employees which adhere to minimum labor law standards required by law which govern work hours, breaks and other working conditions. Chilean law also provides severance for our employees in the event they are terminated without cause at the rate of one month of compensation per year worked by the employee for the employer, capped at 11 years of service or compensation at a rate equal to the salary paid during the last month of service, with a cap of UF 90 per month. Property and Equipment Substantially all of our assets are currently pledged under bank credit facilities. We plan to repay these bank credit facilities in full with the net proceeds from the Notes and, as a result, to have the pledges be released. See Use of Proceeds. Bus Fleet Composition Our bus fleet is comprised of modern buses with a proven track record for reliability, cost effectiveness and safety. The majority of our buses are made by Volvo, and we have one of the largest fleets of Volvo buses in Latin America. Each of our buses has a safety system that helps prevent the bus from moving if its doors are not closed. In addition, our buses are equipped with disc brakes, ABS and portable fire extinguishers. All of our buses meet the Euro III emission standards, an emission standard implemented by the European Union in 2000 and since adopted in other areas of the world.

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As of September 30, 2010, we operated a total of 1,861 buses, of which 1,300 were owned and 561 were leased. Our leased buses remain in use from the pre-Transantiago transportation system and include a variety of models and brands. We plan to retire all of these leased buses by July 2011. Our owned buses come in two standard models with the following features and quantities as of September 30, 2010:
Articulated (Type 18) Low Floor (Type 12) Total

Bus Type . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Engine and Chassis Manufacturer . . . . . . . . . . . Body Type . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Length . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Doors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Quantity: Alsacia Fleet . . . . . . . . . . . . . . . . . . . . . Express Fleet . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . % of Total . . . . . . . . . . . . . . . . . . . . . . . . . . . Average approximate kilometers in service per bus as of September 30, 2010 Alsacia Fleet . . . . . . . . . . . . . . . . . . . . . Express Fleet . . . . . . . . . . . . . . . . . . . . . Approximate kilometers driven per month per bus Alsacia Fleet . . . . . . . . . . . . . . . . . . . . . Express Fleet . . . . . . . . . . . . . . . . . . . . .

B9 SALF Volvo Marco Polo and Busscar 18 meters 4 double doors 160 passengers 340 360 horsepower 173 496 669 51.5%

B7RLE Volvo Marco Polo and Busscar 12 meters 3 double doors 91 passengers 275 290 horsepower 436 195 631 48.5% 609 691 1,300 100%

341,000 kilometers 395,000 kilometers

397,000 kilometers 399,000 kilometers

6,400 kilometers 7,800 kilometers

7,700 kilometers 7,400 kilometers

We maintain our fleet of buses in accordance with a regular program of preventive and corrective maintenance, as described above under BusinessOur OperationsBus Maintenance. We have recently purchased 43 Volvo B7RLE buses for Alsacia, which were delivered in August through October 2010. We also have purchase orders to purchase 193 Volvo B7RLE buses for Express to replace the buses we currently lease, which we expect to receive in July 2011. We expect that the useful life of these recent bus purchases will coincide with the expiration of the Concession Agreements.

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Bus Terminals We own or lease nine long-term bus terminals spread throughout the Santiago metropolitan area at strategic locations along our bus routes. We use our terminals primarily as service stations to provide preventative and repair maintenance for our buses, as well as to house our operations personnel. The terminals also provide parking for our buses when they are not in use. The table and map below summarize the location and major characteristics of our long-term terminals.
Operator Terminal Name Bus Capacity Service Bays Leased / Owned Lease Expiration

Express Express Alsacia Express Alsacia Alsacia Alsacia Express Alsacia

. . . . . . . . . . . . . . . . . . . . . Pudahuel . . . . . . . . . . . . . . . . . . . . . Maip . . . . . . . . . . . . . . . . . . . . . Maip . . . . . . . . . . . . . . . . . . . . . Pajaritos . . . . . . . . . . . . . . . . . . . . . Pealolen . . . . . . . . . . . . . . . . . . . . . Renca . . . . . . . . . . . . . . . . . . . . . Huechuraba . . . . . . . . . . . . . . . . . . . . . La Reina . . . . . . . . . . . . . . . . . . . . . Puente Alto Total

260 220 212 129 126 113 105 82 59 1,306

18 23 46 10 20 20 16 6 6 165

Owned n/a Owned n/a Leased March 2019 Leased October 2012 Leased March 2019 Owned n/a Owned n/a Leased October 2018 Owned n/a

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In addition, to the long-term terminals above, Express has four temporary terminals that it recently leased on a short-term basis to help integrate operations for the new bus routes we were assigned from Trunk Line 3. These short term leases expire between December 2010 and August 2011, and have 26 total service bays and capacity to store 304 buses. We do not intend to renew these leases when they expire, but will instead integrate their operations into the combined capacity of our nine long-term bus terminals. Alsacia has an option to renew the Maipu (Alsacia) terminal lease for an additional term corresponding with the remaining length of its latest expiring Concession, which is currently set to expire in October 2018. The Pealolen terminal lease automatically renews for one year unless either party gives notice more than one year prior to the expiration of the then applicable term. Alsacia can unilaterally extend the lease for one year beyond the initial term even if the lessor notifies Alsacia of its intention not extend the lease. Alsacia possesses a right of first refusal to match any third party offer to purchase the terminal during the lease term. Alsacia also possesses a right of first refusal to lease the terminal after expiration of the current lease term. The Pajaritos terminal lease automatically renews for seven years unless Express gives notice more than three months prior the end of the initial term. Thereafter, the lease automatically renews for four year terms unless either parties gives notice more than one year before the end of the term. The La Reina terminal lease may be extended to coincide with any additional term of the Concession granted to Express past the expiration of initial term of the lease. Express also owns vacant land in Buzeta, Santiago, Chile, which has total size of 22,515 square meters. Insurance We are frequently subjected to claims for personal injury or death and property damage as a result of bus and other operational accidents. We may be liable for damages to passengers and luggage caused by the transportation services we provide under certain circumstances. We maintain customary insurance policies that meet the standards required by the Concession Agreements and under applicable law for companies engaged in similar operations. We maintain insurance for our buses, infrastructure, and terminals with coverage for material damage, civil liability and personal injury. We also carry mandatory life insurance as well as personal injury insurance for our drivers. Litigation We are a party in various lawsuits arising in the ordinary course of our business, primarily involving personal injury and property damage claims and employment-related claims. The majority of these claims arise from traffic accidents involving our buses. We currently are not subject to pending legal proceedings, other than routine litigation incidental to our business. We do not believe any liabilities resulting from these proceedings are likely to have a material adverse effect on our financial condition, cash flows or results of operations.

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MANAGEMENT As a result of the Acquisition, Alsacia, Express Eco Uno and Panamerican will become affiliated companies under common control by GPS Group. GPS Group intends to operate Alsacia and Express jointly under common management, common operating procedures and sharing of overhead and other costs in order to maximize efficiencies for both entities. Eco Uno and Panamerican have no independent operations or employees. The directors and officers described below represent the current directors and officers of Alsacia, and the expected directors and officers of Alsacia and Express after the Escrow Closing Date. The discussion below excludes a discussion of the current Directors and Officers of Express, Eco Uno and Panamerican because, due to our efforts to consolidate personnel, we do not expect those persons to remain in those roles after the Escrow Closing Date. Directors and Executive Officers The businesses of Alsacia are managed by a board of directors. Alsacias Estatutos (bylaws) require that the board of directors consist of five directors. Elections for the entire board of directors are held every three years. Alsacias executive officers are appointed by the board of directors and hold office at its discretion. Scheduled meetings of the board of directors are held once a month. The directors and executive officers of Alsacia are listed below.
Name Tenure as Director Position Age

Carlos Ros . . . . . . . . . . . . . . . . . . . . . . . . . . 5 years Ruben Ros . . . . . . . . . . . . . . . . . . . . . . . . . . 4 years Heriberto Urza . . . . . . . . . . . . . . . . . . . . . . 4 years Andrs Echeverra . . . . . . . . . . . . . . . . . . . . Less than 1 year Jaime Maldonado . . . . . . . . . . . . . . . . . . . . . Less than 1 year Juan Antonio Guzmn (1) . . . . . . . . . . . . . . 4 years

President and Chairman of the Board Director Director Director Director Director of Express

47 51 48 45 52 62

(1) Mr. Guzmn is a director of Express elected by the controlling shareholders of GPS Group. The principal executive officers of Alsacia and the chief executive officers of each area or department of Alsacia are listed below.
Name Years with Alsacia Position Age

Carlos Ros . . . . . . . . . . . . . . . . . . . . . . . . Vlamir Domic . . . . . . . . . . . . . . . . . . . . . . Carlos Marn . . . . . . . . . . . . . . . . . . . . . . . Carlota Fritsch . . . . . . . . . . . . . . . . . . . . . Gabriel Morales . . . . . . . . . . . . . . . . . . . . Jorge Grez . . . . . . . . . . . . . . . . . . . . . . . . . Edgar Mac Allister . . . . . . . . . . . . . . . . . .

5 years 1 year 1 year 5 years 2 years 1 year 5 years

Fernando Iribarren . . . . . . . . . . . . . . . . . . Less than 1 year

President and Chairman of the Board Chief Executive Officer Chief Financial Officer General Counsel Vice President of Human Resources Vice President of Maintenance Vice President of Transportation Services Vice President of Fleet Operations and Vice President of Operations

47 42 40 34 50 45 50

33

Set forth below is a brief biographical description of the directors and executive officers of Alsacia. Directors Carlos Ros has served as President and Chairman of the Board of Alsacia since 2005. Mr. Ros has extensive experience in the development and management of public services concession companies. He is a principal founder, promoter and shareholder of Alsacia; Express de Santiago; Express del Futuro, a parent 165

company of Express; and Transporte Alimentador de Occidente S.A., an urban public transport company in the Transmilenio System in Bogot, Colombia. Together with his wife, he also owns Rioma Consultores Empresariales Limitada, a company that gives financial, strategic and development advice to the companies where he has shareholding participation. He was the Chairman of the Board of Consorcio Aseo Capital S.A. from 1996 to 2001 and a director of Ecocapital Internacional S.A. from 2004 to 2005, both of which are companies holding long-term waste management concessions in Bogot, Colombia. Mr. Ros has also previously served as a director of various other companies, including Express, Express del Futuro S.A. and Transporte Alimentador de Occidente S.A. In addition, Mr. Ros previously worked as a European Commission Consultant for World Bank, as a Manager Director of the Vehicular Gas Project in Santa Fe de Bogot and as a professor and director of the Multilateral Organism and Sustainable Development Department, Research Center and Special Projects, CIPE, at Universidad Externado de Colombia, Santa Fe de Bogot. Mr. Ros received a Bachelors degree in Economics from the University of the Andes in Bogot, Colombia, a Masters degree in Economics from Sorbonne University in Paris, France, and a Doctorate degree in Economics from cole des Hautes tudes en Sciences Sociales (EHESS) in Paris, France. Ruben Ros has been a member of Alsacias board of directors since 2006. Mr. Ros sits on the board of numerous Colombian companies, including Trash Busters S.A. and Central Parking System Colombia. He was previously a director of Servigenerales S.A., Enelar Pereira S.A. and Aseo Capital S.A. He is currently the General Manager of Gold Gate Caro S.A., the General Director of National Technical Control and Aerial Security of the Colombian Aeronautical Authority and the General Manager of Del Prado Zonas Verdes S.A. He previously served as a General Manager for Consorcio Aseo Capital S.A., a Colombian public waste management company, and he founded Recycle Enterprises, Panama. He received a Bachelors degree in Economics from the University of the Andes in Bogot. Heriberto Urzua has been a member of Alsacias board of directors since 2006. Mr. Urzua has been Vice chairman of Empresas La Polar, a publicly traded Chilean company, since 2007, and Chief Executive Officer of Patagonia Inversiones since 2005. He has served as a director of Empresa Portuaria Talcahuano San Vicente since 2010; Inverotero since 2008; Empresas La Polar since 2007; Forus S.A., a publicly traded Chilean company, since 1995; Embotelladora Andina S.A., a bottling company of Coca-Cola, which is traded on the New York Stock Exchange through ADRs, with operations in Chile, Brazil and Argentina, since 2006; Armacero since 2006; Relsa S.A., a leasing company with operations in Chile, Peru and Brazil, since 2006; Fundacin Chile Unido since 2005; Agrcola Arizta S.A. since 2005; and Hortifrut S.A., the largest producer and exporter of blueberries in South America, since 2000. He has also served as part of the Consejo Consultivo of Claro in Chile, a telecommunications company (previously known as TELMEX), since 2005. From 1996 to 2005 he served as Vice Chairman of Forus, where he directly managed brand and retail operations in Chile, Peru and Uruguay. From 1989 to 1995, he served as VP, Head of Equity Investments and Capital Markets of Chase Manhattan Bank. In addition, from 1993 to 1995, he served as a director of Pesquera Coloso. He also served as a director of Entel from 1991 to 1992. He received a Bachelors degree in Business Administration from the Pontifical Catholic University of Chile and an MBA from the IESE Business School of the University of Navarra in Barcelona, Spain. Andres Echeverria has been a member of Alsacias board of directors since 2010. Mr. Echeverria cofounded ECG Partners S.A., an investment management company, in 2009 and was the CEO of Bicecorp S.A. from 2005 to 2009. He has previously worked for Deutsche Bank, where he was a Vice Chairman, Bankers Trust Chile and Citicorp. He has served as a director of CMPC Papeles S.A., Banco BICE, Bicecorp S.A. and Inversiones Aledan S.A. He is also a member of the Icare Finance Circle. He received a Bachelors degree in Business Administration from the Pontifical Catholic University of Chile and a Masters degree in Business Administration from the University of California Los Angeles Anderson School of Management. Jaime Maldonado has been a member of Alsacias board of directors since 2010. Mr. Maldonado has been a partner at Arcadia Capital Partners S.A. since 2008, and he was a partner at Booz Allen Hamilton, Inc. from 1997 to 2006. At Booz Allen Hamilton, Inc., he worked in various capacities, including as the Lead Partner 166

for Northern Latin America, General Director for Booz Allen Hamilton de Mxico S.A. de C.V., General Manager for Booz Allen Hamilton de Colombia Ltda., and Legal Representative for Booz Allen Hamilton de Per S.A, Booz Allen Hamilton International (Panama) and Booz Allen Hamilton de Venezuela. He is currently a director of Express del Futuro S.A., Data Tools S.A., Central Parking Systems Colombia and Seceyo Chile, and he was previously a director of Correval S.A. and Ecocapital S.A. He received a Bachelors degree in Civil Engineering from the University of the Andes in Bogot, Colombia, a Masters of Science in Transportation Engineering from Ohio State University and a Masters of Science in Technology and Policy from the Massachusetts Institute of Technology. Juan Antonio Guzmn is a director of Express elected by the controlling shareholders of GPS Group. Mr. Guzmn has vast experience in managing public and private organizations. He is currently an active director of several companies, including Express, Compaa General de Electricidad S.A. and Sonda S.A. He is also the Chairman of the board of directors of Cemento Polpaico S.A. and Indisa S.A. He is an active shareholder in companies in a variety of sectors, including energy, education, health and real estate. He spent twelve years as Chief Executive Officer of Gener S.A. and three years as Chancellor of Universidad Andres Bello. He was also Chiles Minister of Education. Mr. Guzmn received a Bachelors degree in Civil Engineering from the Pontifical Catholic University of Chile and a Ph.D. from Polytechnic of North London. Executive Officers Vlamir Domic has served as the Chief Executive Officer of Alsacia since 2009. Mr. Domic previously served as the Chief Executive Officer of LAN Airlines. Mr. Domic received a Bachelors degree in Business Administration from the Pontifical Catholic University of Chile. He also attended the Stanford Executive Program at the Stanford Graduate School of Business. Carlos Marin has served as the Chief Financial Officer of Alsacia since 2009. Mr. Marin previously served as the Chief Financial Officer and Chief Operating Officer of Grupo Nueva from 2005 to 2009 and, prior to that, as the CFO of Masisa S.A. from 2002 to 2004. Mr. Marin also previously served as a director of Masisa S.A., Amanco Holding, Inc. and The Plycem Company. He received a Bachelors degree in Business Administration from the Adolfo Ibaez University in Chile and a Masters in Business Administration from Stanford Universitys Graduate School of Business. Carlota Fritsch has served as the General Counsel of Alsacia since 2005. From 2003 to 2005, Ms. Fritsch was a partner at Fritsch & Salgado Abogados Asociados. She received a Law Degree from the Andres Bello University in Chile and a Masters degree in Business Law from the Adolfo Ibanez University in Chile. Gabriel Morales has served as the Vice President of Human Resources of Alsacia since 2008. From 2002 to 2008, Mr. Morales served as Human Resources Director of Ripley S.A., a retailer in Chile, and from 1994 to 2001, he served as Human Resources Director for Lan Airlines, a leading Latin American airline. He received his Bachelors degree in Business Administration from the Pontifical Catholic University of Chile and a diploma in Business Management from the Pontifical Catholic University of Chile. He also completed a negotiation program at Harvard University. Jorge Grez has served as the Vice President of Engineering and Maintenance for Alsacia since 2009. From 2008 to 2009, Mr. Grez served as Post-Sales Senior Manager for Gildemeister Machinery Division. From 1996 to 2008, he worked for LAN Airlines in various capacities, including Fleet Director, from December 2005 to June 2007, and Line Maintenance Director, from June 2007 to October 2008, during which time he oversaw all line maintenance operations for LAN Airlines fleet in Latin America, Europe and Oceania. He was an Officer in the Chilean Navy from 1986 to 1996. He received a Bachelors degree in Naval Engineering at the Naval Polytechnic Academy in Chile, a Masters in Business Administration from the University of Chile and a Masters degree in Aeronautical Maintenance at cole Nationale Superieure dIngenieurs de Constructions Aeronautiques (ENSICA) in France. 167

Edgar Mac Allister has served as the Vice President of Transportation Services of Alsacia since 2005. From 2004 to 2005, Mr. Mac Allister was the General Manager of Transporte Alimentador de Occidente S.A. in Bogot, Colombia, prior to which he performed several public transport consulting works for major Colombian cities. Beginning in 1999, he worked for Bogot City developing the new rapid transit project Transmilenio, and from 2000 to 2001, he was the Operational Director of Transmilenio. From 1990 to 1998, he was Planning Manager of Empresa Colombiana de Vas Frreas in Colombia, where he worked in the design and implementation of the concession of the main Colombian railroad. Mr. Mac Allister began his career in 1984 as a professor and administrative coordinator at the School of Mathematics at the University of the Andes in Bogot, Colombia. Mr. Mac Allister received a Bachelors degree in Mathematics, with a minor in Systems Engineering, a Masters degree in Mathematics and a Ph.D.(C) in Molecular Biology from the University of the Andes in Bogot, Colombia. Fernando Iribarren has served as the Vice President of Control and Fleet Operations for Alsacia since 2009. From 2008 to 2009, Mr. Iribarren served as Development Manager for Inmovet, an affiliate of Grupo Moller and Prez-Cotapos. From 2003 to 2009, he served as Operations Manager for Redbus Urbano S.A., an affiliate of Veolia Multinational. He received a Bachelors degree in Civil Industrial Engineering from the University of Chile. Directors Committees Pursuant to the Corporations Act, Alsacia has no statutory obligation in terms of forming or incorporating any Directors Committees. Nevertheless, it has considered it appropriate to create a Finance Committee, which monitors and makes recommendations to the board of directors regarding accounting and financing matters, financial performance, financial risk and tax related issues; a Labor Committee, which monitors human resource management and labor relationships within the company; and an Operational Committee, which evaluates operational performance and resource management. The members of these committees are selected by the board of directors and each of these committees gathers in regular sessions. Other than the committees described above, there is no other committees of the board. Compensation of Directors and Officers As agreed upon during the Annual General Meeting of Shareholders of Alsacia held on April 30, 2010, the remuneration of each member of the board of directors shall be Ch$1.0 million and the remuneration of the Chairman shall be Ch$2.0 million. The total amount of compensation paid to executive officers in 2009 was Ch$1,030 million for Alsacia and Ch$1,555 million for Express.

168

PRINCIPAL SHAREHOLDERS The only outstanding equity securities of Alsacia are 36,535 shares of common stock of a single series, without nominal (par) value. The table below summarizes the current shareholders of Alsacia:
Total Shares Share Ownership Percentage

Shareholder

Carlos Ros Velilla . . . . . . . . . . . . . Javier Ros Velilla . . . . . . . . . . . . . . Desarrollo y Soluciones Informticas S.A. . . . . . . . . . . . .

13,443 10,873 12,219

36.79% 29.76% 33.44%

Desarrollo y Soluciones Informticas S.A. is a holding company directly or indirectly owned and controlled by Carlos Rios, Javier Rios and other members of their family. Upon completion of the Escrow Closing Date, each of the stockholders above have agreed to transfer all of their shares of Alsacia to GPS Group, except for one share which will be retained by a second shareholder, Desarrollo y Soluciones Informticas S.A., as required under Chilean law in order to maintain the corporate existence of Alsacia. Upon completion of the Acquisition and the Escrow Closing Date, the relationship of the Issuer, the Guarantors and GPS Group will be as shown in the diagram below.
GPS Group (Panam) (Panama)

100%

100%

100%

Panamerican (Bermuda)) (Bermuda


GUARANTOR GUARANTOR

EDTM (Colombia)

Alsacia (Chile)
ISSUER

1 0 0%

100%

100%

100%

Ursus (Panam)

Ferro (Panam)

Panamerican (Chilean Branch)


60%

EDTM (Chilean Branch)

2%

10%

GUARANTOR GUARANTOR

Eco Uno (Chile)

11.7%

16%

0.3%

99.998%

GUARANTOR GUARANTOR

Express (Chile)

0.002%

169

RELATED PARTY TRANSACTIONS In the ordinary course of our business, we engage in transactions at arms-length terms with certain related parties. For information concerning these transactions, see Note 5 and Note 6 to the audited consolidated financial statements of Express and Alsacia, respectively, found elsewhere in this Offering Memorandum. Under Chilean law, any transactions with related parties must be carried out on an arms-length basis. In addition, any transaction (i) in which a director has an interest or is acting on behalf of a third party, (ii) that involves more than the higher of U.S.$95,000 or 1% of the companys assets, (iii) not considered, based on policies passed by the board, to be carried out in the ordinary course of business and (iv) where neither company involved owns at least 95% of the other must be on an arms-length basis and previously approved by the directors committee, if any, and presented to the board of directors for approval by those directors who do not have an interest in the transaction. The directors committee must prepare a report regarding the transaction, which must be read to the members of the board of directors, who have the authority to approve or reject the transaction. The resolution of the board of directors regarding the transaction must be disclosed at the following shareholders meeting. In the absence of approval of the board of directors, an extraordinary shareholders meeting may be called in order to approve the transaction. Directors and executive officers of companies that breach these duties may face administrative sanctions or criminal prosecution and may be liable for losses resulting from such violation. Alsacia Since January 1, 2008, Alsacia has entered into the transactions with related parties described below: On May 27, 2005, Alsacia and Express entered into a bus lease agreement, which was subsequently amended on October 4, 2005 and October 5, 2005, under which Alsacia leases 162 buses from Express for Ch$1.9 million per month per bus, plus taxes. Since May 2005, Alsacia and Express have shared the services of certain employees and divided the costs associated with shared employees between the two companies. In connection with this arrangement, Alsacia recognized net receivables from Express of Ch$152 million, Ch$16 million and Ch$16 million in 2008, 2009 and the first nine months of 2010, respectively. A dispute has arisen between Alsacia and Express regarding the amount owed by Express to Alsacia. See note 6 to the financial statements of each of Alsacia and Express appearing elsewhere in this Offering Memorandum for more information regarding this dispute. On October 12, 2010, Alsacia sold its rights in connection with certain receivables from Express, which have a book value estimated by Alsacia of between U.S.$4.4 million and U.S.$5.0 million, to GPS International of Panam (Chile) S.A. (GPS International), a company under common control with Alsacia by GPS Group. In connection with the purchase of these rights, GPS International agreed to pay Alsacia U.S.$50,000, plus one percent of any amount recovered from Express. On August 10, 2005, Alsacia issued a promissory note to Fanach Corporation (Fanach) in the amount of U.S.$1.0 million, at an annual interest rate of 1.0% and payable on August 28, 2012. On March 7, 2007, Fanach subordinated its right to payment under this promissory note to the rights of several of Alsacias non-related party creditors. On September 30, 2005, Alsacia issued a promissory note to Data Tools S.A. (Data Tools), a corporation in which Mr. Javier Ros has 70% interest and for which Jaime Maldonado, a director of Alsacia, is currently a director, in the amount of U.S.$1.6 million, at an annual interest rate of 1.0% and payable on August 28, 2012. On February 28, 2007, Data Tools subordinated its right to payment under this promissory note to the rights of several of Alsacias non-related party creditors. 170

On March 31, 2006, Alsacia issued a promissory note to Aseo Capital S.A. E.S.P. (Aseo), a company that was principally owned at that time by Carlos Ros and Javier Ros, in the amount of U.S.$0.5 million, at an annual interest rate of 1.0% and payable on August 28, 2012. On February 28, 2007, Aseo subordinated its right to payment under this promissory note to the rights of several of Alsacias non-related party creditors. On October 30, 2006, Alsacia issued a promissory note to Maraya Enterprises LLC (Maraya), a corporation in which Mr. Javier Ros has 80% interest, in the amount of U.S.$170,000, at an annual interest rate of 1.0% and payable on August 28, 2012. On February 28, 2007, Maraya subordinated its right to payment under this promissory note to the rights of several of Alsacias non-related party creditors. On October 30, 2006, Alsacia issued a promissory note to Carlos Augusto Toro Prez in the amount of U.S.$200,000, at an annual interest rate of 1.0% and payable on August 28, 2012. On February 28, 2007, Mr. Toro subordinated his right to payment under this promissory note to the rights of several of Alsacias non-related party creditors. On March 5, 2007, Alsacia loaned U.S.$350,965 to EDTM Konsultores E.U. (EDTM). EDTM owns 40% of Desarrollo y Soluciones Informticas S.A., which owns 33% of Alsacia. The loan had an annual interest rate of 7.7%. In December 2009, EDTM repaid this loan in full. On July 26, 2007, Alsacia entered into two services agreements with Rioma Consultores Empresariales Limitada (Rioma), a company owned by Carlos Ros Velilla, one of Alsacias owners. Pursuant to the first services agreement, we provide Rioma with legal, accounting and office management advisory services. In exchange for these advisory services, Rioma pays us UF 300 monthly, plus expenses. Pursuant to the second services agreement, Rioma provides us with financial and strategic advisory services. In exchange for these advisory services, we pay Rioma Ch$8.5 million monthly, plus related expenses up to U.S.$20,000. The services agreements are month-to-month and terminable at will by either party. On December 21, 2009, Alsacia entered into a loan agreement with Inversiones Dakota SpA (Dakota), a company owned by Laurence Golborne Riveros, who was one of Alsacias directors, and in which GPS Group has a 10% interest. Pursuant to the loan agreement, Dakota lent us UF 195,480, at an annual interest rate of 12.5%, payable in 110 monthly payments beginning in January 2010. UF 185,575 of unpaid principal was outstanding under the loan agreement as of September 30, 2010. The loan agreement is supported by a pledge agreement between EDTM and Dakota, for which we paid EDTM Ch$409.1 million on December 22, 2009. On January 5, 2010, Alsacia entered into a consulting agreement with Dakota. Pursuant to the consulting agreement, Dakota provided strategic and financial consulting services to our management with respect to the administration and investment of the funds lent to us by Dakota on December 21, 2009. For these services, we paid Dakota a one-time fee of Ch$41 million. The consulting agreement expired on January 4, 2011. On September 27, 2007, Alsacia entered into a supply agreement with MCS Tech S.A., a company owned in part by Edgar Mac Allister. Pursuant to the supply agreement, MCS Tech S.A. supplies Alsacia with certain computer equipment, for which Alsacia has paid MCS Tech S.A. a total of Ch$180.1 million, as of December 31, 2010. On April 27, 2010, Alsacia entered into a consulting agreement with EGC Partners S.A., a company owned by Andrs Echeverra. Pursuant to this agreement, EGC Partners S.A. provides Alsacia with debt financing consulting services. In exchange for these consulting services, Alsacia pays EGC Partners S.A. U.S.$20,000 per month beginning in May 2010, plus a transaction fee of 0.1% of the value of any debt financing raised by Alsacia, with a minimum transaction fee of U.S.$285,000. Beginning on June 1, 2008, Alsacia engaged Asesoras e Inversiones Ro Piedras Limitada, a company owned by Jos Ferrer, a former director of Alsacia, to provide Alsacia with investment advisory services. In 171

exchange for these advisory services, Alsacia paid Ro Piedras Limitada Ch$1.0 million monthly, plus expenses, except in the first month of the contract, during which Alsacia paid Ro Piedras Limitada Ch$3.0 million. This arrangement was month-to-month and has been terminated. Alsacia has consulting agreements with several of its directors through entities owned by the respective directors. Fees paid by Alsacia under these agreements are in addition to the compensation these directors receive directly for their service on Alsacias board. From January 1, 2008 to December 31, 2010, Alsacia paid Inversiones y Asesoras Ltda., a company owned by Heriberto Urza, Ch$104.5 million for consulting services; during 2010, Alsacia paid Inversiones Rinconada Ltda., a company owned by Andrs Echeverra, Ch$60.6 million for consulting services; and during 2009 and 2010, Alsacia paid Arcadia Capital Partners S.A., a company owned by Jaime Maldonado, Ch$141.5 million for consulting services. During 2008, Alsacia paid Ch$177.7 million in interest expenses to Express del Futuro S.A. in connection with a loan from Express del Futuro S.A. to Eco Uno. Alsacia has recorded this amount as a receivable from Eco Uno. This receivable does not bear interest and does not have a fixed payment date, though Alsacia expects the total amount to be paid by June 2018. Express Since January 1, 2008, Express has entered into the transactions with related parties described below: On May 27, 2005, Express and Alsacia entered into a bus lease agreement, which was subsequently amended on October 4, 2005 and October 5, 2005, under which Alsacia leases 162 buses from Express for Ch$1.9 million per month per bus, plus taxes. Since May 2005, Express and Alsacia have shared the services of certain employees and divided the costs associated with shared employees between the two companies. In connection with this arrangement, Express recognized net payables to Alsacia of Ch$183 million, Ch$224 million and Ch$223 million in 2008, 2009 and the first nine months of 2010, respectively. A dispute has arisen between Express and Alsacia regarding the amount owed by Express to Alsacia. See note 6 to the financial statements of each of Express and Alsacia appearing elsewhere in this Offering Memorandum for more information regarding this dispute.

172

THE ESCROW The Initial Temporary Issuer is a special purpose company formed in 2011 under the laws of the Republic of Chile that has been established to facilitate the issuance by Alsacia of the Notes. The Initial Temporary Issuer is owned by two special purpose companies formed in 2011 under the laws of the British Virgin Islands, which special purpose companies are in turn owned by a trust formed in 2011 under the laws of the British Virgin Islands which is independent of Alsacia, the Guarantors, the Principal Shareholder and their affiliates. The Initial Temporary Issuer will issue the Notes (the date of such issuance, the Note Closing Date) pursuant to an indenture (as supplemented from time to time, the Indenture) by and between the Initial Temporary Issuer and The Bank of New York Mellon, not in its individual capacity, but solely as trustee (the Trustee), principal paying agent, transfer agent and registrar. The Notes are initially being issued by the Initial Temporary Issuer due to restrictions on the part of Alsacia and Express to incur indebtedness pending the repayment of certain existing indebtedness described in Appendix B and Appendix C of this Offering Memorandum (the Existing Indebtedness) and the release of the liens securing the Existing Indebtedness. In order to address these restrictions, The Bank of New York Mellon, not in its individual capacity, but as escrow agent (the Escrow Agent), will hold the proceeds of the issuance of the Notes (the Note Proceeds), in escrow in New York (the Escrow) pursuant to an escrow agreement or agreements, dated as of the date of this Offering Memorandum (the Escrow Agreement), among the Initial Temporary Issuer, Alsacia, Banco Internacional (BI) and the Escrow Agent. In addition, and as a condition to the closing of the Notes on the Note Closing Date, the Escrow Agent will receive and hold in Escrow U.S. $12.0 million of net proceeds (the Loan Proceeds) from the U.S.$12.5 million Bus Terminal Loan to the Initial Temporary Issuer from BI and an additional amount of approximately U.S.$2.0 million payable by Alsacia in cash such that the funds in Escrow are in an amount sufficient to (i) redeem in cash the Notes at a redemption price equal to 100.00% of the aggregate issuance price of the Notes, (ii) pay interest on the Notes at the stated rate from and including the Note Closing Date and to and excluding March 3, 2011 and the related Additional Amounts, (iii) repay the Bus Terminal Loan in full, and (iv) pay interest on the Bus Terminal Loan at the stated rate from and including the date it is disbursed into the Escrow and to and excluding March 3, 2011 (collectively with the Note Proceeds and the Loan Proceeds, the Escrowed Amounts). Upon receipt by the Escrow Agent of the Escrowed Amounts and approval of the form of all closing documents, irrevocable notices will be delivered to the lenders of the Existing Indebtedness indicating the Concessionaires intention to repay all of the Existing Indebtedness owed to such lenders, and related hedging termination payments on or before February 28, 2011. On the date scheduled for such repayment (the Escrow Closing Date), the following will be deemed to occur simultaneously, as certified by Alsacia and the Guarantors pursuant to an Officers Certificate delivered to the Escrow Agent and the Trustee: (a) Alsacia will acquire 100% of the common stock of the Initial Temporary Issuer, which will result in the automatic dissolution of the Initial Temporary Issuer and the assumption by Alsacia of the Initial Temporary Issuers obligations under the Notes, the Indenture, the Bus Terminal Loan and the Escrow by operation of Chilean law; (b) affiliates of Alsacia will consummate the pending acquisition of Express and Eco Uno as described under Use of ProceedsThe Acquisition without any provision of the related Acquisition Agreement having been amended or waived in any manner that would be material and adverse to the Noteholders; (c) Alsacia and Express will repay the Existing Indebtedness in full; (d) all liens securing the Existing Indebtedness will be released and terminated and the liens securing the Notes and the Notes Hedge Agreement as part of the Collateral will become effective, subject 173

to perfection as contemplated by Description of Notes and Finance AgreementsAffirmative Covenants of the Issuer and the GuarantorsPerfection of Security Interests under Chilean Security Documents; (e) Alsacia will expressly assume the Initial Temporary Issuers obligations and position under the Notes and the Indenture, and Express, Eco Uno and Panamerican will become guarantors thereunder, pursuant to a supplemental indenture (the Supplemental Indenture); (f) Alsacia and the Guarantors will enter into a collateral trust agreement in connection with the Collateral (the Collateral Trust Agreement) by and among themselves, Banco Santander Chile, as collateral trustee with respect to collateral located in or governed by the laws of Chile (the Chilean Collateral Agent) and The Bank of New York Mellon, not in its individual capacity, but solely as collateral trustee for all other collateral (the U.S. Collateral Agent and, together with the Chilean Collateral Agent and the Trustee, the Secured Party Agents);

(g) Express and Eco Uno will accede to the purchase agreement relating to the Notes; (h) Express and Eco Uno will certify to the Escrow Agent that each of them has not, between the Note Closing Date and the Escrow Closing Date, except in connection with the consummation of the Transactions and the Acquisition as described in this Offering Memorandum: (i) incurred any Debt, (ii) created or, to the best of their knowledge, suffered to exist any Liens (except Permitted Liens) on any of its assets or property, (iii) sold, assigned, leased, transferred or otherwise disposed of any interest in its assets or property, (iv) created or acquired any Subsidiaries or made any Investment, (v) consolidated or merged with or into any other Person or sold, leased or otherwise transferred, directly or indirectly, all or any part of its assets or property to any other Person, (vi) made any Restricted Payments, (vii) entered into any Sale and Lease-Back Transaction, (viii) entered into an Affiliate Transaction, (ix) granted any powers of attorney in connection with its assets or property, (x) incurred or committed any CAPEX, except in each case in the ordinary course of business, on an arms-length basis (except Affiliate Transactions that would otherwise be permitted by the Indenture), and that could not be reasonably expected to result in a material adverse change in, or a material adverse effect on, the financial position, results of operations or business of Express and Eco Uno, considered as a whole; (i) Alsacia and Panamerican will certify to the Escrow Agent that each of them has not, between the Note Closing Date and the Escrow Closing Date, except in connection with the consummation of the Transactions and the Acquisition as described in this Offering Memorandum: (i) incurred any Debt, (ii) created or, to the best of their knowledge, suffered to exist any Liens (except Permitted Liens) on any of its assets or property, (iii) sold, assigned, leased, transferred or otherwise disposed of any interest in its assets or property (except the contribution of the Excluded Depot to Lorena SpA), (iv) created or acquired any Subsidiaries or made any Investment (except the contribution of the Excluded Depot to Lorena SpA), (v) consolidated or merged with or into any other Person or sold, leased or otherwise transferred, directly or indirectly, all or any part of its assets or property to any other Person, (vi) made any Restricted Payments, (vii) entered into any Sale and Lease-Back Transaction (except the contribution to Lorena SpA of the Excluded Depot and lease thereof to Alsacia), (viii) entered into an Affiliate Transaction, (ix) granted any powers of attorney in connection with its assets or property, (x) incurred or committed any CAPEX, except in each case in the ordinary course of business, on an arms-length basis (except Affiliate Transactions that would otherwise be permitted by the Indenture), and that could not be reasonably expected to result in a material adverse change in, or a material adverse effect on, the financial position, results of operations or business of Alsacia and Panamerican, considered as a whole; in addition, Alsacia and Panamerican will certify that (i) they have been in compliance in all material respects during the period from the Note Closing Date to the Escrow Closing Date with all of the provisions of the 174

Indenture, and (ii) that there has been no event or occurrence that as of such date would constitute an Event of Default or would, with the passage of time or otherwise, constitute an Event of Default had the Indenture been in effect and applicable to them from and after the Note Closing Date, but subject to all cure periods provided for in the Indenture, except in each case for (A) any noncompliance resulting from implementation of any of the transactions contemplated in Use of Proceeds in the Offering Memorandum relating to the Acquisition or other matters described therein and (B) those reasonably relating to establishment of accounts and related payment priorities, payment provisions and pledges of collateral and similar provisions contemplated by the Indenture which by necessity are to become operative only from and after the Escrow Closing Date; (j) the Escrow Agent will receive customary opinions from counsels and certificates from officers of Alsacia and the Guarantors;

(k) Alsacia will enter into the Notes Hedge Agreement with the Notes Hedge Counterparty; (l) Lorena SpA will grant a first priority security interest (or the closest equivalent thereof under applicable Chilean law) on the Huechuraba terminal (the Excluded Depot) and Alsacia will grant a first priority security interest (or the closest equivalent thereof under applicable Chilean law) on Lorena SpAs capital stock to secure Alsacias obligations under the Bus Terminal Loan (see Use of ProceedsSecured Subordinated Bus Terminal Loan), subject to perfection thereof; and

(m) the Escrow Agent, will distribute the Escrowed Amounts as set forth in Use of Proceeds (the foregoing clauses (a) through (m) being referred to as the Closing Conditions). In the event the Closing Conditions cannot be met, the Escrow may be terminated prior to February 28, 2011 by giving notice to the Noteholders, at which time the Escrowed Amounts shall be paid to the Noteholders three business days thereafter (the Escrow Redemption Date). If no notice is given and the Closing Conditions shall have not been satisfied on or prior to February 28, 2011, the Escrow Redemption Date shall be March 3, 2011. If the Escrow Redemption Date occurs, then the Escrowed Amounts shall be paid to the Noteholders on a pro rata basis based on the principal amount of Notes held by such Noteholders (the Escrow Redemption) in an amount equal to the initial purchase price therefor together with interest at the stated rate therefor from and including the date of initial issuance and through and excluding the date of any such redemption, and the Notes shall be deemed to have been repaid in full and no longer be outstanding or having any effect or liability attached thereto. In addition, the Bus Terminal Loan will become due and payable immediately and will be repaid with funds in the Escrow. In the event that the other Closing Conditions shall not have been satisfied on or prior to February 28, 2011, Alsacia and an affiliate of Alsacia will acquire 100% of the common stock of the Initial Temporary Issuer no later than March 3, 2011. As long as Escrowed Amounts are deposited in Escrow, they will be invested in accordance with the terms of the Escrow Agreement in institutional money market funds. No provisions of the Escrow Agreement (including, without limitation, those relating to the release of the Escrowed Amounts) may be waived or modified in any manner materially adverse to the Noteholders without the consent of the Controlling Party.

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EXCHANGE RATE HEDGE Our payment obligations under the Notes will be denominated in U.S. dollars while our receipts under the Concession Agreements will be denominated in Chilean pesos. In order to partially hedge against the fluctuation and volatility in the Chilean peso/U.S. dollar exchange rate, on the Escrow Closing Date, Alsacia expects to enter into one or more derivatives transactions pursuant to which it will acquire series of call options that will allow it to purchase U.S. dollars at a strike price ranging from 570 to 585 Chilean pesos per U.S. dollar. The options will be subject to a cap rate of 750 Chilean pesos per U.S. dollar or, if the options are not subject to a cap, Alsacia will sell a series of call options obligating it to sell U.S. dollars at a price of 750 Chilean pesos per U.S. dollar in the same quantities (effectively capping the call options bought by Alsacia), except that the options will be capped (or effectively capped) at 685 Chilean pesos per U.S. dollar during the final period. The call options will have semiannual terms which match the scheduled amortization of the Notes so that their net effect is to hedge the exchange rate risk associated with scheduled principal and interest payments under the U.S. dollar denominated Notes in the event the U.S. dollar / Chilean peso exchange rate increases between the strike prices and the cap rates specified above. If the exchange rate increases above 750 Chilean pesos / U.S. dollar (or, during the final period, 685 Chilean pesos / U.S. dollar), the call options will act as a partial hedge to reduce our exchange rate risk by up to 180 Chilean pesos / U.S. dollar, which is the difference between the strike price of the call options and either the cap rate or the exercise price of the call options sold by Alsacia, as applicable. Based on current exchange rates, Alsacia expects to pay a total of approximately U.S.$39.4 million to purchase the call options, of which approximately U.S.$4.6 million is expected to be paid in the first year after the offering. The foregoing amounts exclude any amounts that Alsacia would get as a result of exercising the call options. We expect that Merrill Lynch Capital Services, Inc. (MLCS) or such other financial institutions that have a long-term credit rating for senior debt not less than that applicable to MLCS will be the Notes Hedge Counterparty. MLCS is a Delaware corporation with its principal place of business located at One Bryant Park, New York, New York, 10036. It is a wholly owned subsidiary of Merrill Lynch & Co, Inc. MLCS primarily acts as a counterparty for certain derivative financial products, including interest rate, currency, and commodity swaps, caps and floors, currency options, and credit derivatives. Merrill Lynch & Co., Inc. was incorporated under the laws of the State of Delaware, U.S.A. in 1973. Pursuant to an Agreement and Plan of Merger dated as of September 15, 2008, between Bank of America Corporation and Merrill Lynch & Co., Inc. (as amended by Amendment No. 1 dated as of October 21, 2008), on January 1, 2009, Merrill Lynch & Co., Inc. merged with and into a wholly-owned subsidiary of Bank of America, with Merrill Lynch & Co., Inc. continuing as the surviving corporation and a subsidiary of Bank of America Corporation. Merrill Lynch & Co., Inc. is a holding company that, through its subsidiaries and affiliates, is one of the worlds leading capital markets, advisory and wealth management companies and is a leading global trader and underwriter of securities and derivatives across a broad range of asset classes, and serves as a strategic advisor to corporations, governments, institutions and individuals worldwide. Its parent, Bank of America Corporation, is a bank holding company and a financial holding company incorporated in the State of Delaware, U.S.A. in 1998. Bank of America Corporation provides a diversified range of banking, investing, asset management and other financial services and products to consumers across the United States and in more than 40 countries. Bank of America Corporation provides these services and products through six business segments: (i) Deposits, (ii) Global Card Services, (iii) Home Loans and Insurance, (iv) Global Banking, (v) Global Markets, and (vi) Global Wealth and Investment Management. Moodys Investors Service, Inc. (Moodys) currently rates Merrill Lynch & Co., Inc.s long-term debt as A2 and short-term debt as P-1. Standard and Poors Ratings Services (Standard and Poors) currently rates Merrill Lynch & Co., Inc.s long-term debt as A and short-term debt as A-1. Fitch, Inc. (Fitch) currently rates Merrill Lynch & Co., Inc.s long-term debt as A+ and short-term debt as F1+. Further 176

information with respect to such ratings may be obtained from Moodys, Standard & Poors and Fitch, respectively. No assurances can be given that the current ratings of Merrill Lynch & Co., Inc.s debt will be maintained. The principal place of business of Merrill Lynch & Co., Inc. is located at One Bryant Park, New York, NY 10036, United States of America. Merrill Lynch & Co., Inc.s registered office in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America.

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DESCRIPTION OF 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 Assuming that the Escrow is released and the Closing Conditions have been satisfied, then the terms of the Notes shall have the terms and conditions set forth herein. The Notes: will be senior secured obligations of the Issuer; will be fully and unconditionally guaranteed by Panamerican, Eco Uno and Express as the Guarantors; will have semi-annual principal payments on February 18 and August 18 of each year (each such date, a Payment Date), beginning February 18, 2012, with expected final maturity on August 18, 2018, unless redeemed or amortized prior thereto; 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 Notes in global form and may be exchanged for Notes in definitive form only in limited circumstances; will be secured by first priority liens on the Collateral (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 Notes: will accrue at the rate of 8.00% per annum; will accrue from the date of issuance 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 August 18, 2011; will be payable to the holders of record on February 5 and August 5 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 Covenants. 178

Additional Notes The Issuer is entitled, without the consent of the Noteholders, to issue additional Notes under the Indenture on the same terms and conditions as the Notes being offered hereby in an unlimited aggregate principal amount, which we refer to as the Additional Notes. The Notes and the Additional Notes, if any, will be treated as a single class for all purposes of the Indenture, including waivers and amendments. Unless the context otherwise requires, for all purposes of the Indenture and this Description of Notes and Finance Agreements, references to the Notes include any Additional Notes actually issued. Final Maturity Date Unless redeemed or amortized prior thereto, the final payment on the Notes is expected to be made on August 18, 2018. Scheduled Amortization Principal payments under the Notes (the Scheduled Principal Amounts) will be made on the Payment Dates listed below in accordance with the following schedule (except as provided for under Early Amortization Period below):
Payment Date Scheduled Principal Amount (U.S.$)

August 18, 2011 . . . . . . . . . . . . . . . . . . February 18, 2012 . . . . . . . . . . . . . . . . August 18, 2012 . . . . . . . . . . . . . . . . . . February 18, 2013 . . . . . . . . . . . . . . . . August 18, 2013 . . . . . . . . . . . . . . . . . . February 18, 2014 . . . . . . . . . . . . . . . . August 18, 2014 . . . . . . . . . . . . . . . . . . February 18, 2015 . . . . . . . . . . . . . . . . August 18, 2015 . . . . . . . . . . . . . . . . . . February 18, 2016 . . . . . . . . . . . . . . . . August 18, 2016 . . . . . . . . . . . . . . . . . . February 18, 2017 . . . . . . . . . . . . . . . . August 18, 2017 . . . . . . . . . . . . . . . . . . February 18, 2018 . . . . . . . . . . . . . . . . August 18, 2018 . . . . . . . . . . . . . . . . . . Guarantees

16,000,000 13,900,000 29,300,000 21,900,000 35,600,000 25,700,000 36,100,000 28,000,000 39,500,000 29,600,000 47,300,000 38,800,000 55,400,000 46,900,000

All payments and obligations under the 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 Notes, without the need of any presentment, demand of payment, protest or notice to the Issuer. Until the Indenture is discharged and all of the 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 Notes or such other Guarantors obligations under its Guarantee, including, without limitation, any right of subrogation, 179

reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Noteholders or the Notes Hedge Counterparty against the Issuer or any other Guarantor. Notes Hedge Agreement The Issuer will enter into the Notes Hedge Agreement with the Notes Hedge Counterparty to hedge against changes in the value of the Chilean peso against the U.S. dollar, as described under Managements Discussion and Analysis of Financial Condition and Results of Operations for Alsacia and ExpressQuantitative and Qualitative Disclosures About Market and Operating RisksExchange Rate Hedge. Default Interest The Issuer shall pay interest on overdue principal or installments of interest, to the extent lawful, at the rate borne by the 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 Notes. The Notes will be senior obligations of the Issuer, secured by the Collateral. The obligations of the Issuer under the Notes will also rank: (a) senior in right of payment to any Subordinated Indebtedness of the Issuer; 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 that is secured by the Collateral; 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 Notes exclusively in U.S. dollars. Payments on the Notes are payable only to the person in whose name the applicable Note is registered at the close of business (New York time) on the applicable Record Date. Payments on the 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 Note, which will be payable upon presentation and surrender of such 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 Notes. The Issuer may at any time designate additional co-paying agents or rescind the designation of any co-paying agent. 180

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. Principal of, and interest and any Additional Amounts (as defined below) on, the Notes will be payable, and the transfer of Notes will be registrable, at the office of the Trustee, and at the offices of the paying agents and transfer agents, respectively. If the Notes are accepted for listing on the Euro MTF, the Issuer will maintain a listing agent, paying agent and transfer agent in Luxembourg for so long as the Notes are so listed and the rules of that stock exchange so require. Redemption The Notes will not be redeemable, except for the Escrow Redemption described above and 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. Mandatory Redemption Subject to the provisions of the Indenture, the 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 such a redemption, the redemption price of the Notes to be redeemed will be equal to (a) the principal amount of such Notes, plus (b) interest on such principal amount accrued through the redemption date, plus (c) Additional Amounts, if any, payable in respect of such 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 Notes, to satisfy payment, in whole or in part, of the redemption price referred to in the immediately preceding paragraph. Optional Redemption At any time prior to February 18, 2015, the Issuer and the Guarantors may on any one or more occasions redeem up to 35% of the original aggregate amount of Notes and Additional Notes at a redemption price of 108.00% of the principal amount, plus accrued and unpaid interest to the applicable redemption date (subject to the right of the holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that: (a) at least 65% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer or any Guarantor) and (b) the redemption occurs within 120 days of the date of the closing of such Equity Offering. At any time prior to February 18, 2015, the Issuer and the Guarantors may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, 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).

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On or after February 18, 2015, the Issuer and the Guarantors may redeem all or a part of the Notes on any one or more occasions, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below plus accrued and unpaid interest on the Notes redeemed, 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), if redeemed during the 12-month period beginning on February of each of the years indicated below:
Year Percentage

2015 . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . 2017 and thereafter . . . . . . . Redemption Solely for Tax Reasons

104.00% 102.00% 100.00%

The Issuer and the Guarantors may redeem the Notes at their option in whole, but not in part, at any time, at a redemption price equal to 100% of their principal amount outstanding, plus Additional Amounts, if any, and any accrued and unpaid interest up to the date of redemption, if: (a) the Issuer or the Guarantors have or will become obligated to pay any Additional Amounts with respect to such Notes (provided, however, that if the Additional Amounts are payable due to Chilean withholding taxes imposed on interest payable on the Notes, the Additional Amounts shall be in excess of the Additional Amounts that would be payable were payments of interest on such Notes subject to a 4.0% withholding tax) (Excess Additional Amounts), as a result of any change in or amendment to the laws, treaties or regulations of Chile or any jurisdiction from or through which any payment under the Notes is made on behalf of the Issuer or any Guarantor (or any political subdivision or governmental authority thereof or therein having power to tax), each a Relevant Taxing Jurisdiction, or any change in the application or official interpretation of such laws or regulations, which change or amendment occurs after the date of issuance of the Notes; and (b) such obligation cannot be avoided by the Issuer or the Guarantors taking reasonable measures (and, for the avoidance of doubt, reasonable measures includes changing jurisdiction of any payment agent other than the Trustee) available to the Issuer or the Guarantors; provided, however, that the notice of redemption will not be given earlier than 90 days before the earliest date on which the Issuer or the Guarantors would be obligated to pay such Excess Additional Amounts if a payment in respect of the Notes were then due. Before giving any notice of redemption as described in the preceding paragraph, the Issuer or the Guarantors will deliver an Officers Certificate to the Trustee stating that the Issuer or the Guarantors are entitled to effect such redemption in accordance with the terms of the Indenture and setting forth in reasonable detail a statement of facts relating thereto. The statement will be accompanied by a written opinion of recognized independent counsel to the effect that the Issuer or the Guarantors have or will become obligated to pay the Excess Additional Amounts as a result of such change or amendment. The foregoing provisions will apply mutatis mutandis to any successor to the Issuer or any Guarantor after such successor person becomes a party to the Indenture. Repurchase of 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 182

Control Date, all of such Noteholders Notes then outstanding at a purchase price (the Change of Control Purchase Price) equal to 101% of the principal amount thereof plus accrued interest to the Change of Control Payment Date. 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 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 Notes are listed in connection with the repurchase of any Notes pursuant to a Change of Control Offer, and, in the case of any partial tender offer, shall be prorated among accepting Noteholders pro rata in proportion to the principal amount of their Notes. For purposes of the foregoing, Change of Control means the occurrence of any of the following events: (i) the sale, transfer, conveyance or other disposition (other than 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 Rios, Javier Rios, their respective spouses or direct descendants, or (b) any Affiliate of the persons listed in (a)); or

(ii) Carlos Rios, Javier Rios, 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 Rios, Javier Rios, 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. Open Market Purchases The Issuer and any Guarantor may at any time, or from time to time, subject to the terms and conditions of the Indenture, purchase Notes through Open Market Purchases, by tender or by private agreement; provided, however, that the Issuer and the Guarantors may not purchase any Notes if they are in default on any payment due pursuant to the Notes. Any purchase by tender by the Issuer and the Guarantors shall be made available to all Noteholders alike. All Notes so purchased shall be cancelled immediately. In determining whether the holders of the requisite principal amount of outstanding Notes have given any request, demand, authorization, direction, consent, notice or waiver under the Indenture, Notes owned by the Issuer and the Guarantors, by any other obligor upon the Notes or by an affiliate of the Issuer and the Guarantors or of such other obligor shall be disregarded and deemed not to be outstanding. Collateral The Notes, the Guarantees and the Notes Hedge Agreement will be secured, equally and ratably, by a first priority perfected security interest (or the closest equivalent thereof under applicable Chilean law) held by the Chilean Collateral Agent (with respect to collateral located in or governed by the laws of Chile) and the U.S. Collateral Agent (with respect to all other collateral) in the rights and interests of the Issuer and the Guarantors in 183

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: (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 pursuant to one or more additional pledge agreements (the Other Pledge Agreements); (c) all buses owned by the Concessionaires (excluding any buses acquired out of the proceeds of any Subordinated Indebtedness and, 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 asset pledge agreements (the Asset Pledge Agreements); (d) the intercompany notes payable to Alsacia from Panamerican and Express entered into on the Escrow Closing Date pursuant to one or more pledge agreements (the Intercompany Debt Pledge Agreements); (e) all owned bus terminals, owned depot stations (except the Excluded Depot) 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); (f) 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); (g) 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 Agent; the Transaction Checking Accounts will be in the name of each Concessionaire; (h) one or more irrevocable powers of attorney granted by the Concessionaires to the Chilean Collateral Agent, exercisable only by the Chilean Collateral Agent as instructed by the Controlling Party if an Event of Default shall have occurred and is continuing beyond applicable grace periods, for the purpose of enforcing the Concessionaires rights under the Operating Agreements (the Powers of Attorney); (i) 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 Agent or the Chilean Collateral Agent, as applicable, as additional insured and beneficiary (beneficiario) under the insurance policies of (and for the benefit of) the Concessionaires (and by Panamerican and Eco Uno in the event that either 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 Intercompany Debt Pledge Agreements, the Other Pledge Agreements and the Asset 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); and 184

(j)

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 (i) 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 Notes and the Notes Hedge Agreement will not be guaranteed by the Issuers shareholders, the Notes and the Notes Hedge Agreement 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 (together with the Express Share Pledge Agreements, the Share Pledge Agreements). The Collateral will secure the Noteholders and the Notes Hedge Counterparty equally and ratably on a pari passu basis. The Issuer and the Guarantors may incur either secured or unsecured Senior Indebtedness in compliance with the Indenture. If such Senior Indebtedness is secured, the collateral thereof will secure the Notes and the Notes Hedge Agreement, and such Senior Indebtedness will be secured by the Collateral, equally and ratably on a pari passu basis in accordance with the Collateral Trust Agreement); provided that if such Senior Indebtedness is a Vendor Financing, the collateral securing such Vendor Financing may not secure the Notes and the Notes Hedge Agreement at the election of the Issuer and the Guarantors, in which case the Collateral will not secure such Vendor Financing. All Liens securing the Notes, the Notes Hedge Agreement and all future secured Senior Indebtedness permitted under the Indenture will be held by the Secured Party Agents and administered pursuant to the Collateral Trust Agreement. See Collateral Trust Agreement. Collateral Trust Agreement On the Escrow Closing Date, the Issuer and the Guarantors will enter into the Collateral Trust Agreement with the Secured Party Agents. The Collateral Trust Agreement will set forth the terms on which the Secured Party Agents 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, the Notes Hedge Counterparty and, if applicable, the present and future holders of any other secured Senior Indebtedness. The Secured Party Agents 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 Agent, and The Bank of New York Mellon has been appointed pursuant to the Collateral Trust Agreement to serve as the U.S. Collateral Agent, for the benefit of the holders of: (i) the Notes; (ii) the Notes Hedge Agreement; and (iii) certain other secured Senior Indebtedness incurred in accordance with the Indenture. The Secured Party Agents 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 Agents 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 Agents, the Notes Hedge Counterparty and each present and future holder of secured Senior Indebtedness 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 Agents 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 Agents at any time by the Issuer or any Guarantor will secure, equally and ratably, the Notes, the Notes Hedge Agreement and, if applicable, all present and future secured Senior Indebtedness incurred in accordance with the Indenture; and (b) all proceeds of all Liens granted to the Secured Party Agents at any time by the Issuer or any Guarantor will be allocated and distributed equally and ratably on account of the Notes, the Notes Hedge Agreement and, if applicable, all present and future secured Senior Indebtedness incurred in accordance with the Indenture, 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 Agents, the Noteholders, the Notes Hedge Counterparty and, if applicable, the present and future holders of any other secured Senior Indebtedness incurred in accordance with the Indenture. The Issuer and the representative or agent for each future series of secured Senior Indebtedness will be required to deliver, among other things, a joinder to the Collateral Trust Agreement (including a Lien sharing and priority confirmation), in the form attached as an exhibit to the Collateral Trust Agreement, to the Secured Party Agents at the time of incurrence of such series of secured Senior Indebtedness. For purposes of the foregoing: Act of Required Debtholders means a direction in writing delivered to the Secured Party Agents by or with the written consent of the Noteholders, the Notes Hedge Counterparty and the holder of any other secured Senior Indebtedness incurred in accordance with the Indenture 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. 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: (i) the aggregate outstanding principal amount (or in the case of the Notes and the Notes Hedge Agreement considered together, the Voting Balances thereof) of the Notes, the Notes Hedge Agreement and any other secured Senior Indebtedness incurred in accordance with the Indenture (including outstanding letters of credit whether or not then available or drawn); and (ii) other than in connection with the exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constitute secured Senior 186

Indebtedness in accordance with the Collateral Trust Agreement; provided, however, that after the Discharge of Parity Lien Obligations, the term Required Parity Lien Debtholders will mean the holders of more than 50% of the sum of the aggregate settlement amount (or similar term) (as defined in the applicable document relating to obligations consisting of a Hedging Obligation (other than Hedging Obligations in respect of the Notes Hedge Agreements)) or, with respect to any such Hedging Obligation that has been terminated in accordance with its terms, the amount then due and payable (including any termination payments then due) under such Hedging Obligation, under all obligations consisting of Hedging Obligations (other than Hedging Obligations in respect of the Notes Hedge Agreements); provided that the settlement amount (or similar term) as of the last business day of the month preceding any date of determination shall be calculated by the appropriate swap counterparties and reported to the Secured Party Agents upon request; provided further, that any such Hedging Obligation with a settlement amount (or similar term) that is a negative number shall be disregarded for purposes of all calculations required by the term Required 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. Order of Application of Proceeds; Deficiency Claims under the Collateral Trust Agreement The Collateral Trust Agreement will provide that if the Secured Party Agents 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 Agents in connection with any foreclosure, collection, sale or other enforcement of Liens granted to such Secured Party Agents 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 Agents from such insurance or foreclosure, collection, sale or other enforcement will be distributed by such Secured Party Agents 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 Agents fees and expenses and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by such Secured Party Agents or any co-trustee or agent of the Secured Party Agents 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 Notes, the Notes Hedge Agreement and any other secured Senior Indebtedness secured on an equal and ratable basis with the Notes and such Notes Hedge Agreement), 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, equally and ratably, to the Secured Party Agents and each other applicable representative or agent for any other series of secured Senior Indebtedness, for application to the payment of all outstanding Notes, the Notes Hedge Agreement and any other outstanding secured Senior Indebtedness, and any other related obligations that are then due and payable in such order as may be provided in the Indenture, the Notes Hedge Agreement and any other applicable document governing such other secured Senior Indebtedness, 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, the Notes Hedge Agreement or any other applicable document governing such other secured Senior Indebtedness, 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, the Notes Hedge Agreement or any other applicable document governing such other secured Senior Indebtedness) of all outstanding letters of credit constituting secured Senior Indebtedness); and 187

fourth, 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 Agents, the Noteholders, the Notes Hedge Counterparty and any holders of other secured Senior Indebtedness 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 Agents for the account of the Noteholders, the Notes Hedge Counterparty and any other holders of secured Senior Indebtedness, to be applied as set forth above. The provisions set forth above under this caption Order of Application of Proceeds; Deficiency Claims 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 Agents, the Noteholders, the Notes Hedge Counterparty and, if applicable, the present and future holders of any other secured Senior Indebtedness. Voting under the Collateral Trust Agreement In connection with any matter under the Collateral Trust Agreement requiring a vote of Noteholders and Notes Hedge Counterparty, the Noteholders and Notes Hedge Counterparty will cast their votes in accordance with the Indenture. In connection with any matter under the Collateral Trust Agreement requiring a vote of other holders of secured Senior Indebtedness, each series of secured Senior Indebtedness will cast its votes in accordance with the documents governing such series of secured Senior Indebtedness. Following and in accordance with the outcome of the applicable vote under documents governing each series of secured Senior Indebtedness, the agent or representative of each such series will cast all of its votes under such series as a block in respect of any vote under the Collateral Trust Agreement. The Secured Party Agents 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 Agents Liens on the Collateral will be released: (a) in whole, upon (i) payment in full and discharge of all Notes, the Notes Hedge Agreements and all other secured Senior Indebtedness and (ii) termination or expiration of all commitments to extend credit under any applicable documents governing any such secured Senior Indebtedness and the cancellation or termination or cash collateralization (at the lower of (x) 103% of the aggregate undrawn amount and (z) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable documents governing such secured Senior Indebtedness) of all outstanding letters of credit issued pursuant to any such document; (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 and is permitted by all of the other applicable documents governing any secured Senior Indebtedness, at the time of such sale, transfer or other disposition, to the extent of the interest sold, transferred or otherwise disposed of; 188

(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 and any other applicable document governing any secured Senior Indebtedness (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 or number of holders of each series of secured Senior Indebtedness at the time outstanding as provided for in the Indenture or the applicable documents governing such other series of secured Senior Indebtedness or (ii) such release is in connection with a transaction or circumstance that complies with the asset disposition provisions of the Indenture and is permitted by all of the other applicable documents governing any other series of secured Senior Indebtedness 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 or number of holders of each series of secured Senior Indebtedness at the time outstanding as provided for in the Indenture or the applicable documents governing such other series of secured Senior Indebtedness and (ii) the Issuer has delivered an Officers Certificate to the applicable Secured Party Agent certifying that any such necessary consents have been obtained. Release of Liens in respect of Notes and Notes Hedge Agreements under the Indenture and the Collateral Trust Agreement The Indenture and the Collateral Trust Agreement will provide that the Secured Party Agents Liens upon the Collateral will no longer secure the Notes and the Notes Hedge Agreements, and the right of the holders of the Notes and the Notes Hedge Counterparties to the benefits and proceeds of the Secured Party Agents 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 Notes Hedge Agreement; (ii) upon a defeasance or covenant defeasance of the Notes as set forth under the caption Defeasance and payment in full of the Notes Hedge Agreement; (iii) upon payment in full and discharge of all outstanding Notes and all other obligations that are outstanding, due and payable under the Indenture at the time the Notes are paid in full and discharged, and payment in full of the Notes Hedge Agreement; or (iv) with the consent of the Noteholders and the Notes Hedge Counterparty and to the extent as set forth in the Indenture. Enforcement of Liens under the Collateral Trust Agreement If any Secured Party Agents at any time receives written notice that any event has occurred that constitutes a default under the Indenture, the Notes Hedge Agreement or any other document governing any secured Senior Indebtedness entitling such Secured Party Agent to foreclose upon, collect or otherwise enforce any of its Liens under the Security Documents, it will promptly deliver written notice thereof to the Secured Party Agents, the Trustee, the Notes Hedge Counterparty and each agent or representative in respect of each other series of secured Senior Indebtedness. Thereafter, the Secured Party Agents 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 Agents 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 Agents 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, the Secured Party Agents 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 189

Noteholders, the Notes Hedge Counterparty and the other holders of secured Senior Indebtedness. The Secured Party Agents, the Noteholders, the Notes Hedge Counterparty and the other holder of secured Senior Indebtedness will not be able to exercise rights or remedies with respect to the Collateral; only the Secured Party Agents will be able to exercise such rights or remedies. The Collateral Trust Agreement will provide that, notwithstanding any prior termination of the Indenture, the Secured Party Agents, the Notes Hedge Counterparty and the other holders of secured Senior Indebtedness will not, before the date that is one year and one day after all Notes (including all interest and premium, 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 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 interest on any of the foregoing) of whatsoever nature (collectively, Taxes) imposed, levied, collected, withheld or assessed by, within or on behalf of any 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 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 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 Note is required for payment, but for the fact that the 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 Note would have been entitled to such Additional Amounts on presenting such 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 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 Note of any payment in respect of such 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 190

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, duties, assessments or other governmental charges; (c) by presenting the Notes (when presentation is required) to another paying agent; (d) in respect of taxes or other levies 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 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, charges or similar levies which arise in any jurisdiction from the execution, delivery, enforcement or registration of the Notes or any other document or instrument relating thereto, excluding any such taxes, charges or similar levies imposed by any jurisdiction other than: (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 Notes, or any political organization or governmental authority thereof or therein having the power to tax in respect of any payments under the Notes; or (c) any jurisdiction imposing such taxes, charges or similar levies as a result of, or as a requirement in connection with, the enforcement of the Notes or any other such document or instrument related to the Notes following the occurrence of any Event of Default with respect to the Notes. Wherever there is mentioned, under this caption Description of 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 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 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 Notes will be issued in bearer form. See Definitive Notes. Notes offered and sold in reliance upon Rule 144A will be issued in the form of a single Rule 144A Global Note. Notes offered and sold in reliance on Regulation S will be issued in the form of a single Regulation S Global Note. Each of the Global 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 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 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. 191

Beneficial interests in the Global 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 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 Notes will pass by registration in the register. The holder of any Global 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 Note issued in respect of it) and no person will be liable for so treating the holder. Definitive Notes If (i) DTC notifies the Trustee in writing that it is unwilling or is unable to continue as depositary for a Global 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 Note Owners of the occurrence of any such event and (a) of the availability of definitive Notes to such Note Owners, or (b) at the election of the Issuer, that definitive Notes will be issued to all Note Owners. Upon the giving of such notice and the surrender of such Global Notes by DTC, accompanied by registration instructions, the Issuer will issue (and the Guarantors will guarantee) definitive Notes for the applicable Notes. Any definitive Notes shall only be issued in registered form for U.S. federal income tax purposes. In the case of definitive Notes issued in exchange for the Rule 144A Global Note, such definitive Notes will bear the legend set forth on the Rule 144A Global 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 Notes will be exchangeable or transferable for interests in other definitive Notes as described under Replacement, Exchange and Transfers. Replacement, Exchange and Transfers If any Note at any time is mutilated, destroyed, stolen or lost, such 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 Note was destroyed, stolen or lost, together with such indemnity as the Trustee and the Issuer may require. Mutilated Notes must be surrendered before replacements will be issued. Transfers by an owner of a beneficial interest in the Regulation S Global Note to a transferee who takes delivery of such beneficial interest through the Rule 144A Global 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 Rule 144A 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 Rule 144A Global Note to a transferee who takes delivery of such beneficial interest through the Regulation S Global 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 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. 192

Notes may be exchanged or transferred in whole or in part in the amount of authorized denominations by surrendering such 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 new Note to be issued upon exchange of Notes or transfer of Notes will be mailed at the risk of the Noteholder entitled to the bond to such address as may be specified in such request or form of transfer. Notes will be subject to certain restrictions on transfer as more fully set out in the Indenture. See Notice to Investors. Transfers of 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 Notes selected for redemption. No Noteholder may require the transfer of a Note to be registered during the period of 15 days ending on the due date for any payment of principal or interest on that Notes. Establishment of Accounts The Concessionaires will establish and maintain the following accounts in the name of the U.S. Collateral Agent and, in the case of the Chilean Accounts, in the name of the Chilean Collateral Agent, for the benefit of the Noteholders and the Notes Hedge Counterparty, and, if applicable, the holders of any other secured Senior Indebtedness: (a) a revenue account (the Revenue Account) for both Concessionaires; (b) an operations and maintenance account for each Concessionaire (the O&M Accounts); and (c) an overhaul account for each Concessionaire (the Overhaul Accounts). In addition, the Concessionaires will establish and maintain the following accounts in the name of the U.S. Collateral Agent and, in the case of the Chilean Accounts, in the name of the Chilean Collateral Agent, for the exclusive benefit of the Noteholders and the Notes Hedge Counterparty but not any holder of any other Senior Indebtedness: (a) a payment account (the Payment Account); (b) a reserve account (the Reserve Account); (c) an open market purchases account (the Open Market Purchases Account); and (d) the Coverage Reserve Account. Panamerican and Eco Uno will establish and maintain an operations and transfer account for each of themselves (the Transfer Accounts) in the name of the Chilean Collateral Agent for the benefit of the Noteholders and the Notes Hedge Counterparty, and, if applicable, the holders of any other secured Senior Indebtedness permitted pursuant to the Indenture. Transfers of funds from the Transfer Accounts will be limited to transfers to the Revenue Account but no other Person shall be permitted to have any interest therein. Each Concessionaire will establish and maintain two transaction checking accounts in its name in respect of its O&M Account (the O&M Transaction Checking Accounts) and its Overhaul Account (the 193

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. The balance of the Accounts remaining after the Notes and all other amounts owing in respect of the Indenture, the other Transaction Documents and, if applicable, any other Senior Indebtedness 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 on or before the Escrow Closing Date, 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: (i) the Notes, whose proceeds will be applied as set forth in Use of Proceeds;

(ii) 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; (iii) Subordinated Indebtedness incurred in connection with Early Amortization, provided that the proceeds are applied as set forth in Early AmortizationCoverage Reserve Account; (iv) Permitted Investments funded with Subordinated Indebtedness incurred by the Issuer or any Guarantor as contemplated in clause (g) of the definition of Permitted Investments, provided that the proceeds are applied as set forth therein; (v) Subordinated Indebtedness incurred in connection with Negative Covenants of the Issuer and the GuarantorsCAPEX Costs, provided that the proceeds are applied as set forth therein, and intercompany Subordinated Indebtedness solely between the Issuer and the Guarantors (provided that transfers from either Revenue Account in connection therewith to any Transfer Account shall only be permitted pursuant to Deposits of Funds to and Distribution of Funds from the Revenue Account-sixth); and

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(vi) 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) Early Amortization, whose proceeds will be applied as set forth in Early AmortizationCoverage Reserve Account;

(ii) Negative Covenants of the Issuer and the GuarantorsCAPEX Costs, provided that the proceeds are applied as set forth therein; and (iii) 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 Permitted 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)(i) through (vi) above and common equity issuances for cash or cash capital contributions described in point (d)(i) through (iii) 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 clause (h) 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 Notes Hedge Counterparty to the Concessionaires under the Notes Hedge Agreement to be directly deposited into the Payment Account. The Revenue Account will be maintained in Chile by the Concessionaires with the Chilean Collateral Agent. Bi-monthly Distributions On the day immediately following the Escrow Closing Date and, thereafter, on the 15th and last day of each month during any period that the 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 Agents 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 two Transfer Periods, plus (iii) Repair Payments then due and payable or reasonably expected to be due and payable during the following two Transfer Periods in an aggregate amount not to exceed U.S.$3.0 million of Unsettled Claims at any time outstanding as set forth under Repair Payments below; provided that no Repair Payments may be made from the O&M Accounts during any Early Amortization Period or Cash Trapping Period if, after giving effect thereto, the aggregate amount of Unsettled Claims outstanding would exceed U.S.$1.5 million as set forth under Repair Payments below; 195

second, into the Overhaul Accounts, until the balance in such accounts equals the Overhaul Costs; third, to the Agents and the Rating Agencies the amount of fees and expenses due and payable to each of them during the following Transfer Period; fourth, to the Notes Hedge Counterparty and any other Hedge Counterparty, the aggregate amount of the Hedge Payments in respect of the Notes and any other Senior Indebtedness, respectively, due and payable to the Notes Hedge Counterparty and such Hedge Counterparty during the following Transfer Period; fifth, pro rata to (i) the L/C Bank, the aggregate amount of any fees due and payable to the L/C Bank under the Letter of Credit during the following Transfer Period, and (ii) 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, into the Transfer Accounts and from the Transfer Accounts into the Revenue Account as determined by the Concessionaires to be necessary; provided that, any balance in the Transfer Accounts will be transferred pursuant to first to seventeenth under Deposits of Funds to and Distribution of Funds from the Revenue Account on each Payment Transfer Date.

Semi-annual and Special Distributions On the Transfer Date prior to any (i) Payment Date during any period that the 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), and (ii) (A) payment date of Repair Payments to be made pursuant to clause (ii) of Semi-annual and Special Distributionseleventh, (B) payment date of CAPEX Costs incurred or committed pursuant to Negative Covenants of the Issuer and the GuarantorsCAPEX Costs and to be made pursuant to clause (ii) of Semi-annual and Special Distributionseleventh and (C) payment date of any Permitted Investment made pursuant to clause (ii) of Semi-annual and Special Distributionsfifteenth (each such date in clauses (ii)(A) through (ii)(C), a Special Transfer Date), the Concessionaires will cause funds in the Revenue Account to be disbursed, after disbursement 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 (or the Early Amortization Principal Amount during an Early Amortization Period), accrued interest and any other payment due under the 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 Notes Hedge Counterparty 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 any Hedge Counterparty, the aggregate amount of the Hedge Payments in the form of put options for the purpose of offsetting declines in revenue pursuant to the revenue formula under the Concession Agreements that the Concessionaires reasonably expect may exceed the Concessionaires reductions in actual fuel expenses due and payable to such Hedge Counterparty during the following Transfer Period, in an aggregate amount not to exceed U.S.$2.0 million in any fiscal year;

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ninth, pro rata into (i) the Reserve Account, until the balance in such account equals the Debt Service Reserve Amount; and (ii) any other reserve account or accounts pledged for the benefit of the creditors under any other Senior Indebtedness (the Additional Reserve Accounts), until the balance in such accounts equals the amount of debt service reserve provided for thereunder; tenth, pro rata to (i) BI, the aggregate amount of principal due and payable to BI under the Bus Terminal Loan on such Payment Date, and (ii) the L/C Bank, the aggregate amount of interest and principal due and payable to the L/C Bank under the Letter of Credit during the current Payment Period; eleventh, as instructed by each Concessionaire, in each case on the conditions set forth under Repair Payments below: (i) on any Payment Transfer Date, to make Repair Payments exceeding the amount permitted pursuant to Bi-monthly Distributionsfirst that are then payable or reasonably expected to be payable during the following Payment Period; and (ii) on any Special Transfer Date, (A) in the event that the amount deposited in the Reserve Account and any Additional Reserve Account pursuant to Semi-annual and Special Distributionsninth and in the Payment Account and any Additional Payment Accounts pursuant to Semi-annual and Special Distributionsseventh equals the aggregate amount of payments due from such accounts on the next Payment Date, to make Repair Payments exceeding the amount permitted pursuant to Bi-monthly Distributionsfirst that are payable on such Special Transfer Date or reasonably expected to be payable during the following Transfer Period; and (B) in the event that the amount deposited in the Reserve Account and any Additional Reserve Account pursuant to Semi-annual and Special Distributionsninth equals the aggregate amount of payments due from such accounts on the next Payment Date and the amount deposited in the Payment Account and any Additional Payment Accounts pursuant to Semi-annual and Special Distributionsseventh equals the aggregate amount of payments due on the next Payment Date from such accounts, calculated in proportion to the number of days elapsed in the then-current Payment Period through such Special Transfer Date, to make Repair Payments in an aggregate amount not exceeding U.S.$1.5 million of Unsettled Claims at any time outstanding in addition to the Repair Payments made pursuant to Bi-monthly Distributionsfirst; for the avoidance of doubt, the Concessionaires may make Repair Payments at this level of priority as described in the foregoing clause (B) even if the Payment Account and any Additional Payment Accounts, which are at a higher level of priority, are not fully funded but proportionally funded as described herein;

twelfth, as instructed by each Concessionaire, in each case on the conditions set forth under CAPEX Costs below: (i) on any Payment Transfer Date, the portion of CAPEX Costs reasonably expected to be due and payable during the following Payment Period; and (ii) on any Special Transfer Date, in the event that the amount deposited in the Reserve Account and any Additional Reserve Account pursuant to Semi-annual and Special Distributions ninth equals the aggregate amount of payments due from such accounts on the next Payment Date and the amount deposited in the Payment Account and any Additional Payment Accounts pursuant to Semi-annual and Special Distributionsseventh equals the aggregate amount of payments due on the next Payment Date from such accounts, calculated in proportion to the number of days elapsed in the then-current Payment Period through such Special Transfer Date, to pay the CAPEX Costs due and payable on such Special Transfer Date or during the following Transfer Period; for the avoidance of doubt, the Concessionaires may pay CAPEX Costs at this 197

level of priority as described in the foregoing clause (ii) even if the Payment Account and any Additional Payment Accounts, which are at a higher level of priority, are not fully funded but proportionally funded as described herein; thirteenth, to the Notes Hedge Counterparty and any other Hedge Counterparty, the aggregate amount of any Excluded Contingent Hedge Payments due and payable to the Notes Hedge Counterparty and such Hedge Counterparty during the current Payment Period; fourteenth, pro rata to the holders of any Subordinated Indebtedness, the aggregate amount due and payable under the Subordinated Indebtedness during the current Payment Period provided that any cash payment under such Subordinated Indebtedness shall be made in compliance with Limitations on Restricted Payments (all payments due by the Concessionaires under any Subordinated Indebtedness will be subordinated to payments under the Notes and any other Senior Indebtedness, and, except for intercompany payments between the Issuer and the Guarantors within the Revenue Account or pursuant to Deposits of Funds to and Distribution of Funds from the Revenue Account-sixth, will be made only from the Revenue Account according to the foregoing order of priority; no event, request, demand, direction, notice, consent, waiver or other action under any Subordinated Indebtedness will have any effect or consequence under the Notes or any other Senior Indebtedness); fifteenth, as instructed by each Concessionaire: (i) on any Payment Transfer Date, to use funds to make Permitted Investments (other than clause (d) of the definition of Permitted Investments, which will be made from the O&M Accounts); and (ii) on any Special Transfer Date, in the event that the amount deposited in the Reserve Account and any Additional Reserve Account pursuant to Semi-annual and Special Distributionsninth and in the Payment Account and any Additional Payment Accounts pursuant to Semi-annual and Special Distributionsseventh equals the aggregate amount of payments due from such accounts on the next Payment Date, to use funds to make Permitted Investments pursuant to clause (j) of the definition thereof on such Special Transfer Date; sixteenth, as instructed by each Concessionaire, into the Open Market Purchases Account to effect redemptions of the Notes under the Indenture (excluding, for the avoidance of doubt, redemptions effected with Permitted Refinancing Indebtedness or pursuant to a defeasance or satisfaction and discharge in accordance with the Indenture), Open Market Purchases or to consummate any tender offers for the Notes in accordance with the Indenture during the following Payment Period; and seventeenth, subject to Limitations on Restricted Payments, to make payments in respect of Restricted Payments, in accordance with the Concessionaires written instructions, and to make all other payments required to be made not payable at a higher level of priority set forth hereunder, or deposited into reserves, by the Concessionaires in accordance with the Indenture and the other Transaction Documents.

Notwithstanding the foregoing, transfers on any Special Transfer Date will be limited to Semiannual and Special Distributionsfirst through fifteenth on the terms set forth therein. If an Event of Default has occurred and is continuing, the Concessionaires will continue to disburse funds from the Accounts as specified in the Indenture except to the extent otherwise instructed by the Trustee acting at the direction of the Controlling Party as contemplated by the Indenture; provided that such instructions will not limit or restrict the rights of the Secured Party Agents to receive payments under the Indenture.

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During any Early Amortization Period or Cash Trapping Period, the Concessionaires will disburse funds from the Accounts as specified in Early Amortization and Cash Trapping Upon any Event of Default, respectively, as contemplated by the Indenture except to the extent otherwise instructed by the Trustee acting at the direction of the Controlling Party. The Trustee may instruct the Concessionaires to make such disbursements at any time, but only (a) to pay amounts owing in respect of the Notes and under the Indenture, or (b) in accordance with the payment priorities set forth in the Indenture. 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 Agent. 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 Agents 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; 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 Agents to make, and the Secured Party Agents will not make, any withdrawal from either 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 Agents and each Rating Agency unless such Concessionaire has delivered to the Secured Party Agents 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 and that such exceptional O&M Costs have been or will be incurred in good faith and on an arms-length basis. The Concessionaires will not make or direct the Secured Party Agents to make, and the Secured Party Agents 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 Agents, 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 and attaching an account statement. 199

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 which 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 has 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 Agent 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 Overhaul Accounts The Overhaul Accounts will be funded on the Escrow Closing Date with part of the proceeds from the issuance of the Notes. On the Escrow Closing Date, the Concessionaires will deposit or cause to be deposited an amount equal to Ch$3,316 million into the Overhaul Accounts, which amount represents the initial expected Overhaul Costs. 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 six months following such Transfer Date on a rolling basis. The Overhaul Accounts will be maintained in Chile by the Concessionaires with the Chilean Collateral Agent. 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.

The Concessionaires will not make or direct the Secured Party Agents to make, and the Secured Party Agents 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 Agents and each Rating Agency unless such Concessionaire has delivered to the Secured Party Agents 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 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 Agents, 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 and attaching an account statement. 200

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 which will be paid in the following seven calendar days from the Overhaul Transaction Checking Accounts, plus any outstanding checks issued from such account that has 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 Agent 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 Notes Hedge Counterparty to the Concessionaires under the Notes Hedge Agreement. The Payment Account will be maintained in New York by the Concessionaires with the U.S. Collateral Agent. The Concessionaires will instruct the U.S. Collateral Agent to disburse funds in the Payment Account on each Payment Date (or payment dates under the Notes Hedge Agreement) in the following order of priority: first, pro rata to the Noteholders and each Notes Hedge Counterparty, respectively, the aggregate amount (i) of the Scheduled Principal Amount (or the Early Amortization Principal Amount during an Early Amortization Period), accrued interest and any other payment due and payable under the 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 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 required to be deposited therein.

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 Notes). The 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. 201

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 and Distribution of Funds from the Reserve Account The Reserve Account will be funded on the Escrow Closing Date with either or a combination of (a) part of the proceeds from the issuance of the Notes, and/or (b) a Letter of Credit. On the Escrow Closing Date, the Concessionaires will deposit or cause to be deposited into the Reserve Account an aggregate amount equal to U.S.$22.0 million. The required balance of the Reserve Account will be adjusted on each Payment Transfer Date and each Special Transfer Date thereafter so that such amount at such Payment Transfer Date and Special Transfer Date, as applicable, will equal the sum of the amount (which amount will be set forth in a schedule to the Indenture) representing the interest, Scheduled Principal Amount and Hedge Payments to be paid in respect of the Notes on the immediately succeeding Payment Date or on the next succeeding Payment Date, whichever sum is the higher (such required amount being the Debt Service Reserve Amount). The Reserve Account will be maintained by the Concessionaires in New York with the U.S. Collateral Agent. As an alternative to depositing and/or maintaining the Debt Service Reserve Amount in cash, the Concessionaires may deliver to the U.S. Collateral Agent one or more direct-pay on-demand irrevocable letters of credit for the benefit of the Trustee, the Noteholders and the Notes Hedge Counterparty from a bank (the L/C Bank) 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 (the Letter of Credit), in an amount equal to, when combined with any amounts on deposit in the Reserve Account, the Debt Service Reserve Amount. All payments due by the Concessionaires to the L/C Bank under the Letter of Credit (other than fees due to the L/C Bank under the Letter of Credit payable pursuant to Deposits of Funds to and Distribution of Funds from the Revenue AccountBi-monthly Distributionfifth) will be subordinated to payments under the Notes and any other Senior Indebtedness as permitted pursuant to the terms of the Indenture and will be made only from the Revenue Account according to the order of priority set forth above. On each Payment Date, so long as no Event of Default is continuing, the U.S. Collateral Agent will disburse funds in the Reserve Account or draw on the Letter of Credit in the following order of priority: first, pro rata to the Trustee for the benefit of the Noteholders and to the Notes Hedge Counterparty, to the extent that the Payment Account would not be fully funded on such Payment Date (or the Early Amortization Principal Amount during an Early Amortization Period to the extent available in the Reserve Account and/or Letter of Credit); and second, to the Revenue Account, to the extent any remaining funds in the Reserve Account exceed the Debt Service Reserve Amount (not including drawing on the Letter of Credit).

Additional Reserve Accounts Any other Senior Indebtedness may provide for Additional Reserve Accounts, provided that such Additional Reserve Accounts may not provide for more favorable benefits or be on more favorable terms to the creditors under such other Senior Indebtedness than the Reserve Account to the Noteholders and the Notes Hedge Counterparty, as determined by the boards of directors of the Concessionaires in good faith.

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Deposits of Funds to and Distribution of Funds from the Open Market Purchases Account The Concessionaires will deposit or cause to be deposited into the Open Market Purchases Account any amount that they determine at their sole discretion, which amount may be zero. The Concessionaires may direct any funds in the Open Market Purchases Account to be transferred to the Revenue Account at any time. The Open Market Purchases Account will be maintained in New York by the Concessionaires with the U.S. Collateral Agent. The Concessionaires will instruct the U.S. Collateral Agent to disburse funds in the Open Market Purchases Account on any Transfer Date as follows: first, to effect any redemption of the Notes under the Indenture, Open Market Purchases of the Notes or to consummate any tender offer for the Notes in accordance with the Indenture; and second, into the Revenue Account, any balance at the end of the applicable Payment Period.

For the avoidance of doubt, the Concessionaires may make Open Market Purchases with funds on deposit in the Open Market Purchases Account during the applicable Payment Period even if at the time of such purchases there would not have been funds available to run through the waterfall at Semi-annual and Special Distributionssixteenth. Affirmative Covenants of the Issuer and the Guarantors Pursuant to the Indenture, the Issuer and the Guarantors, as applicable, will agree to the following: Use of Proceeds On the Escrow Closing Date, the Issuer will apply the proceeds as described under Use of Proceeds in this Offering Memorandum. 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. 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. 203

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 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 (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 Agents and the Rating Agencies and attached to the Indenture. Once delivered to the Trustee, such quarterly or semi-annual budgets will not be amended or replaced.

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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 Concessionaires, Panamerican and Eco Uno, 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 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 Agents and the Noteholders promptly, and no later than three days, after any Officer of the Issuer or any Guarantor becoming aware of any of the following: (a) the occurrence of an Event of Default, Early Amortization Event, Material Adverse Change, Termination Event or Expropriation Action; (b) deposits in and withdrawals from the Coverage Reserve Account; (c) 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 Agents and the Noteholders written notice of any amendment (other that 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; 205

(d) 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; (e) 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; (f) any event of force majeure claimed by any person under any Transaction Document that is reasonably expected to result in a Material Adverse Change;

(g) 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; (h) any amendment to any Transaction Document (when such amendment requires the consent of the Controlling Party pursuant to the Indenture); (i) any proceeding or threat to initiate a proceeding that could reasonably be expected to result in an Expropriation Event or Expropriatory Action; any Lien on the assets or property of the Issuer or any Guarantor (other than Permitted Liens);

(j)

(k) 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; (l) 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;

(m) 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; (n) any decision by either Concessionaire to cease or suspend all or substantially all operations of the Bus Network or any Permitted Business; and (o) any material dispute under the Concessions that either Concessionaire reasonably expects to result in the appointment of an arbitrator thereunder; provided that, the Issuer may provide such written notice on behalf of any Guarantor. Quarterly Reports On February 10, April 10, July 10 and October 10 of each year, the Issuer and the Guarantors will provide the Secured Party Agents, the Rating Agencies and the Noteholders with a quarterly report (the Quarterly Report) setting forth the following: (a) all information necessary to calculate (in reasonable detail and providing calculations necessary to determine) the Debt Service Coverage Ratio and the Debt to Equity Ratio as of the last day of the Reporting Period most recently ended, and certifying that the Issuer and each Guarantor is in compliance with the covenant and restriction relating to the Debt Service Coverage Ratio or specifying any noncompliance; 206

(b) the balance in each of the Accounts as of the last day of the Reporting Period most recently ended; (c) certification as to whether any Cash Trapping Period, Early Amortization Event or Event of Default has occurred and/or is occurring during the Reporting Period most recently ended; (d) for the quarters ended June 30 and December 31, 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 (e) 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, the Secured Party Agents and the Rating Agencies and attached to the Indenture. Financial Statements The Issuer and each Guarantor will, upon request, furnish to the Noteholders and to prospective purchasers of Notes any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. In addition, so long as the 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. So long as the Notes are listed on the Luxembourg Stock Exchange, the Issuer and each Guarantor will make available the information specified in the preceding sentence at the office of the Luxembourg transfer and paying agent.

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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. 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. Expropriation Event or Termination Action If an Expropriation Event or Termination 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 an Expropriation Event or Termination Action occurs, the Concessionaires (a) will diligently pursue all its rights to compensation against the relevant governmental instrumentality in respect of such Expropriation Event or Termination Action, (b) will not compromise or settle any claim against such governmental instrumentality without the written consent of the Controlling Parties and (c) will pay or apply all amounts or proceeds in respect of such Expropriation Event or Termination 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 an Expropriation Event or Termination Action, or a threatened Expropriation Event or Termination Action. Cash Flow From and after the Escrow Closing Date, 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.

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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 (i) transfer funds from the Revenue Account to the O&M Accounts and disburse funds in the O&M Accounts, subject to the limitations on the amount of Unsettled Claims that may be funded at any time pursuant to Deposits of Funds from the Revenue AccountBiMonthly Distributionsfirst, or (ii) disburse funds in the Revenue Account pursuant to, and subject to the limitations of Deposits of Funds to and Distribution of Funds from the Revenue AccountSemi-annual and Special Distributionseleventh above, as applicable, in each case 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 and the Rating Agencies of an Officers Certificate setting forth, in reasonable detail, the purpose and nature of such Repair Payment and that it will be used in good faith and on an arms-length basis, the Concessionaires may (i) transfer funds from the Revenue Account to the O&M Accounts and disburse funds in the O&M Accounts, subject to the limitations on the amount of Unsettled Claims that may be funded at any time pursuant to Deposits of Funds from the Revenue AccountBi-Monthly Distributionsfirst, or (ii) disburse funds in the Revenue Account pursuant to, and subject to the limitations of Deposits of Funds to and Distribution of Funds from the Revenue AccountSemi-annual and Special Distributionseleventh above, as applicable, in each case 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 other Senior Indebtedness 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 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 and the Rating Agencies of an Officers Certificate setting forth, in reasonable detail, the purpose and nature of such Repair Payment 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, Early Amortization Event or Cash Trapping Period, if such Repair Payment has been funded with common equity for cash issued by, cash capital contributions made to or Subordinated Indebtedness incurred by the Concessionaires in anticipation of their receiving insurance proceeds, subject to the delivery by the applicable Concessionaire to the Trustee and the Rating Agencies of an Officers Certificate 209

setting forth, in reasonable detail, the purpose and nature of such Repair Payment and that it has been so funded into the Revenue Account 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 repay such Subordinated Indebtedness or 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, Early Amortization Event or Cash Trapping Period 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 in and lien upon the properties and rights covered by the Chilean Security Documents in favor of the Noteholders and the Notes Hedge Counterparty to be created and (d) deliver to the Chilean Collateral Agent 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 30 days after (A) the Escrow Closing Date, with respect to Collateral owned on the Escrow Closing Date and (B) the date of acquisition, in respect of Collateral acquired after the Escrow Closing Date. If at any time prior to the creation of the security interest described above, in the reasonable judgment of the Chilean Collateral Agent, 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 Agent 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 Agent for the benefit of the Noteholders and the Notes Hedge Counterparty, and any related expenses shall be paid for by the Issuer and the Guarantors. Creation and Perfection of Money Pledges On the Escrow Closing 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 on any Chilean Accounts (other than the Transaction Checking Accounts), the Chilean Collateral Agent 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 Agents 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 210

Chilean Law. The Chilean Collateral Agent 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. 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 Senior Indebtedness The Issuer and the Guarantors will not incur any Senior Indebtedness during the first two Reporting Periods after the date of the Indenture. After the first two Reporting Periods, the Issuer and the Guarantors will not, directly or indirectly, Incur any Senior Indebtedness unless each of the following conditions is satisfied: (a) no Default or Event of Default has occurred and is continuing; (b) (i) satisfaction of a backwards looking Debt Service Coverage Ratio requirement of not less than 1.50:1.00 for each of the two immediately preceding Reporting Periods for which consolidated financial statements have been submitted to the Trustee, (ii) satisfaction of, after giving pro forma effect to the incurrence of such Senior Indebtedness and the application of the proceeds thereof, a forward looking Debt Service Coverage Ratio requirement of (x) an average of 1.50:1:00 until the final maturity of the Notes and (y) a minimum of 1.35:1.00 for each of the remaining Reporting Periods until the final maturity of the Notes, (iii) rating confirmation by each Rating Agency, and (iv) that any collateral of any Senior Indebtedness (other than a Vendor Financing if so elected by the Issuer and the Guarantors) secure the holders of the Notes equally and ratably on a pari passu basis; provided, however, that the Indenture will permit the Issuer and the Guarantors to incur Vendor Financings in an aggregate amount at any time outstanding (a) not to exceed U.S.$10.0 million, subject to satisfaction of (A) a backwards looking Debt Service Coverage Ratio requirement of not less than 1.20:1.00 for each of the two immediately preceding Reporting Periods for which consolidated financial statements have been submitted to the Secured Party Agents, and (B) after giving pro forma effect to the incurrence of such Vendor Financings and the application of the proceeds thereof, (x) a forward looking Debt Service Coverage Ratio requirement of an average of 1.20:1.00 for the remaining Reporting Periods until the final maturity of the Notes and (y) a forward looking Debt Service Coverage Ratio requirement of a minimum of 1.15:1.00 for each of the remaining Reporting Periods until the final maturity of the Notes; and (b) exceeding U.S.$10.0 million but not to exceed U.S.$20.0 million, subject to satisfaction of (i) a backwards looking Debt Service Coverage Ratio requirement of not less than 1.35:1.00 for each of the two immediately preceding Reporting Periods for which consolidated financial statements have been submitted to the Trustee, and (ii) after giving pro forma effect to the incurrence of such Vendor Financings and the application of the proceeds thereof, a forward looking Debt Service Coverage Ratio requirement of a minimum of 1.35:1.00 for each of the remaining Reporting Periods until the final maturity of the Notes; (c) prior to the applicable date on which Senior Indebtedness is Incurred (an Incurrence Date) the Issuer and the Guarantors will have delivered to the Trustee an Officers Certificate executed by its respective chief financial officer and chief executive officer setting forth all information necessary to calculate the Debt Service Coverage Ratio and certifying that the Issuer and the Guarantors are in compliance with all of the conditions required for the Incurrence of Senior Indebtedness under the Indenture; and (d) prior to the applicable Incurrence Date, the Issuer and the Guarantors will have delivered to the Trustee an Officers Certificate executed by its respective chief financial officer and chief 211

executive officer certifying that: (i) as of the applicable Incurrence Date, and after giving effect to such Incurrence, no Default or Event of Default has occurred and is continuing; (ii) such Incurrence complies in all respects with this clause; and (iii) such Incurrence complies with all applicable laws. Notwithstanding the foregoing, the Issuer may incur (i) 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, (ii) Hedging Obligations only in the form of put options for the purpose of offsetting declines in revenue pursuant to the revenue formula under the Concession Agreements that the Concessionaires reasonably expect may exceed the Concessionaires reductions in actual fuel expenses, in the ordinary course of business and not for speculative purposes, (iii) the Bus Terminal Loan, and (iv) Permitted Refinancing Indebtedness subject to compliance with the limitations in the definition thereof. Limitations on Restricted Payments The Issuer and the Guarantors will not make any Restricted Payment during the first two Reporting Periods after the date of the Indenture. After the first two Reporting Periods, the Issuer and the Guarantors will not make any Restricted Payment unless each of the following conditions has been satisfied: (a) no Default or Event of Default has occurred and is continuing; (b) (i) a backwards looking Debt Service Coverage Ratio requirement of not less than 1.35:1.00 for each of the two immediately preceding Reporting Periods for which consolidated financial statements have been submitted to the Trustee, and (ii) a forward looking Debt Service Coverage Ratio requirement of a minimum of 1.35:1.00 for each of the remaining Reporting Periods until the final maturity of the Notes; provided, however, that the Indenture will permit the Issuer and the Guarantors to make a Restricted Payment up to the excess of the Revenue Account balance over U.S.$30.0 million subject to the satisfaction of (A) a backwards looking Debt Service Coverage Ratio requirement of not less than 1.25:1.00 for each of the two immediately preceding Reporting Periods for which consolidated financial statements have been submitted to the Trustee, (B) a forward looking Debt Service Coverage Ratio requirement of a minimum of 1.25:1.00 for each of the remaining Reporting Periods until the final maturity of the Notes, (C) rating confirmation by each Rating Agency), and (D) a Debt to Equity Ratio of a minimum of 75:25; (c) prior to the applicable date on which a Restricted Payment is made (a Restricted Payment Date) the Issuer and the Guarantors will have delivered to the Trustee (i) an Officers Certificate executed by its respective chief financial officer and chief executive officer setting forth all information necessary to calculate the Debt Service Coverage Ratio and the Debt to Equity Ratio (if applicable) and certifying that the Issuer and the Guarantors are in compliance with all of the conditions required for Restricted Payments under the Indenture, and (ii) a written and electronic update of all changed assumptions (if any) in the Base Case Model from the immediately preceding calendar year; and (d) prior to the applicable Restricted Payment Date, the Issuer and the Guarantors will have delivered to the Trustee an Officers Certificate executed by its respective chief financial officer and chief executive officer certifying that: (i) as of the applicable Restricted Payment Date, and after giving effect to such Restricted Payment, no Default or Event of Default has occurred and is continuing; (ii) such Restricted Payment complies in all respects with this clause; and (iii) such Restricted Payment complies with all applicable laws.

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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; (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; 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;

(j)

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(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 Escrow Closing Date as set forth in a schedule to the Indenture (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 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 property or assets securing Senior Indebtedness or Vendor Financings Incurred in accordance with the Indenture; (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 original Lien, including any Permitted Refinancing Indebtedness; and (q) 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, having a fair market value for any such disposition or series of related dispositions in excess of U.S.$100,000, whether now owned or hereafter acquired (an Asset Disposition), except: (a) to the extent permitted under any Transaction Document to which it is a party; (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 an Expropriation Event or Termination Action that does not constitute an Event of Default under the Indenture; (d) any Permitted Disposition; (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; or 214

(h) unless within 270 days of 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 other Senior Indebtedness 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 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 the foregoing 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 and the Rating Agencies of an Officers Certificate setting forth, in reasonable detail, the purpose and nature of the utilization of such Net Available Cash 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. Limitation on Sale and Lease-Back Transactions The Issuer and the Guarantors will not enter into any Sale and Lease-Back Transaction unless either: (i) the Issuer and the Guarantors would be entitled (A) pursuant to the provisions of the covenant described in Negative Covenants of the Issuer and the GuarantorsIncurrence of Senior Indebtedness, to incur Senior Indebtedness in a principal amount equal to or exceeding the Value of such Capitalized Lease Obligation and (B) pursuant to the provisions of the covenant in Negative Covenants of the Issuer and the GuarantorsLimitations on Liens, to incur a Lien to secure such Senior Indebtedness; or

(ii) the Issuer and the Guarantors, during or immediately after the expiration of 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 Negative Covenants of the Issuer and the GuarantorsLimitations on Sale of Assets. Abandonment of Project Each Concessionaire will not voluntarily (a) suspend its commercial activities for more than 24 hours other, to the extent consistent with such Concessionaires obligations under its Concession Agreement, than 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.

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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 Restricted Subsidiary (except for subsidiaries existing on the Escrow Closing Date to be dissolved pursuant to Covenants Relating to Existing Subsidiaries, the Guarantors and Lorena SpA). Bank Accounts The Issuer and the Guarantors will not open or maintain any bank accounts other than the Accounts and will promptly, and no later than 30 Business Days from the Escrow Closing Date, close any such accounts that existed prior to the Escrow Closing 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 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, and any indemnity provided on behalf of, and 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; 216

(c) any transactions undertaken pursuant to any contractual obligations or rights in existence on the Note Closing Date and described in this Offering Memorandum (as in effect on the Note Closing Date) (including the consulting agreement with Rioma and the Assigned Receivables both described in this Offering Memorandum) or any renewal or amendment thereto after the Note Closing 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 Restricted Payments made in compliance with Restricted Payments; (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 required to be pledged pursuant to any Share Pledge Agreement is so pledged simultaneously with such issuance; and (f) the Transactions and the Acquisition.

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 and the Acquisition or the performance of ministerial or operational tasks in the ordinary course of business. Dispositions The Issuer and the Guarantors will not cause or suffer to exist any direct or indirect sale, transfer, assignment, pledge or other disposition (a Disposition) of any Capital Stock of the Issuer or the Guarantors unless such Disposition is a Permitted Disposition. 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 incur, commit or pay any CAPEX Costs during the first two Reporting Periods after the date of the Indenture, except to the extent permitted to be paid from the O&M Account or with proceeds from common equity issuances for cash, cash capital contributions or Subordinated Indebtedness in accordance with the Indenture. After the first two Reporting Periods, the Concessionaires will not make or direct the Secured Party Agents to make, and the Secured Party Agents 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 from the Deposits of Funds to and Distribution of Funds from the Revenue AccountSemi-annual and Special Distributionseleventh in any quarterly budgetary period exceeds 100% of the amount budgeted for CAPEX Costs for such quarterly budgetary period (excluding, 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 Agents and each Rating Agency; provided that such CAPEX Costs will be subject, at the time they are incurred or committed, to (a) a backwards looking Debt Service Coverage Ratio 217

requirement of not less than 1.20:1.00 for each of the two immediately preceding Reporting Periods for which consolidated financial statements have been submitted to the Secured Party Agents, (b) a forward looking Debt Service Coverage Ratio requirement of an average of 1.20:1.00 for the remaining Reporting Periods until the final maturity of the Notes, and (c) a forward looking Debt Service Coverage Ratio requirement of a minimum of 1.15:1.00 for each of the remaining Reporting Periods until the final maturity of the Notes. Notwithstanding the foregoing, if the Concessionaires fund any CAPEX Costs by the issuance of common equity for cash, cash capital contributions or Subordinated Indebtedness, then such CAPEX Costs will not be subject to any ratios and such funds will not be required to be deposited into the Revenue Account. The Concessionaires will deliver to the Secured Party Agents, 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 and attaching an account statement. Limitations on Consolidation, Merger or Transfer of Assets None of the Issuer or Guarantor will consolidate or merge with or into, or assign, transfer, convey lease or otherwise dispose of all or substantially all of its assets to, any person, unless: (a) the resulting, surviving or transferee person or persons (if not an Issuer or 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; (b) the resulting, surviving or transferee person or persons (if not a an Issuer or 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 Notes or the guarantees, as applicable, after deduction or withholding for or on account of any present or future tax, penalty, duty, assessment, fee or other governmental charge (and any fines, penalties, interest or other liabilities related thereto) 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 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 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 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. Nothing in the Indenture shall prevent (i) Panamerican or Eco Uno 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. 218

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 to the extent contemplated by the Share Pledge Agreements, (ii) establishment and maintenance of the Transfer Accounts, and (iii) 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. Alsacia 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 Alsacia 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 Debt payable to Alsacia), (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 Alsacia, which shall accrue and not be payable in cash while any 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 Alsacia, 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. Alsacia shall operate the Excluded Depot in accordance with the covenants of this Indenture applicable to other operations of Alsacia. Bus Terminal Loan. Alsacia and any Guarantor will not 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 any such amendment, supplement, novation or renewal will be on terms materially adverse to the Noteholders or the Notes Hedge Counterparty. Covenants Relating to Existing Subsidiaries Dissolution and Liquidation of Existing Subsidiaries. Alsacia and the Guarantors will liquidate and dissolve their then existing subsidiaries (other than Lorena SpA and subsidiaries which are Guarantors) as soon as practicable after the Escrow Closing Date. Nature of Business. Until the time they are dissolved and liquidated, Alsacia and the Guarantors will cause each of their then existing subsidiaries (other than Lorena SpA and subsidiaries which are Guarantors) not to: (i) engage in any business activity; (ii) Incur any Debt; (iii) create or suffer to exist any Liens on any of its Properties; and (iv) create or acquire any subsidiaries or make any Investments. Early Amortization General. During the period (the Early Amortization Period) beginning on the day on which an Early Amortization Period is declared to have commenced or automatically commences pursuant to the provisions under Early Amortization Events below, and continuing to and including the date on which principal, interest and all other amounts due under the Notes have been paid in full (or such earlier date as the Controlling Party of the Notes so determines), the remaining unpaid principal balance under the Notes will be due and payable on each Payment Date with the Available Funds (the Early Amortization Principal Amounts). 219

During any Early Amortization Period, the Concessionaires will transfer or cause to be transferred the Available Funds (in addition to funds for accrued interest and any other payment under the Notes in the order of priority set forth in the Indenture, and Contingent Hedge Payments) from the Revenue Account to the Payment Account on each Transfer Date for payment of the Early Amortization Principal Amounts on the next Payment Date(s). Additionally, during any Early Amortization Period, the Concessionaires will transfer funds in the Reserve Account and/or under the Letter of Credit to the Trustee for the benefit of the Noteholders and the Notes Hedge Counterparty on the next Payment Date, which funds will be applied to the payment of the Early Amortization Principal Amounts, accrued interest and any other payment under the Notes in the order of priority set forth in the Indenture on such Payment Date. Amounts thus applied to reduce the principal of the Notes will result in a pro rata reduction of the remaining Scheduled Amortization Amounts for the Notes. Early Amortization Events. Each of the following will be designated as an Early Amortization Event for the Notes: (a) the occurrence of an Event of Default; (b) the occurrence of an early amortization event with respect to any other Senior Indebtedness of the Issuer or any Guarantor; and (c) failure to maintain a minimum Debt Service Coverage Ratio of 1.10:1.00 in any Reporting Period (the Early Amortization Debt Service Coverage Ratio), except for the Reporting Periods through March 31, 2012. Upon the occurrence of an Early Amortization Event, the Controlling Party, by notice then given in writing to the Issuer, the Guarantors and the Secured Party Agents, may declare that the Early Amortization Period has commenced; provided that, the written notice in respect of an Event of Default (other than an Event of Default described in clause (h) under Events of Default) must be given by the Controlling Party to the Issuer, the Guarantors and the Secured Party Agents within six months of the Noteholders receiving notice of such Event of Default; provided further that, (A) upon the occurrence of an Event of Default described in clause (h) under Events of Default, an Early Amortization Period will automatically commence, and (B) the specific event, occurrence or omission that resulted in the Event of Default that caused such Early Amortization Event shall not be the basis for declaration of any other Early Amortization Events for six months following the end of such six-month period. Coverage Reserve Account. Notwithstanding anything herein to the contrary, upon the occurrence of an Early Amortization Event related to the failure to satisfy the Early Amortization Debt Service Coverage Ratio, the Issuer and the Guarantors may cure such breach by either: (a) electing (by written notice to the Secured Party Agents) to have all amounts then and thereafter payable to the Noteholders under the Finance Agreements to be deposited into a segregated trust account in the United States held by the Secured Party Agents in the name of Secured Party Agents for the benefit of the Noteholders (the Coverage Reserve Account); and/or (b) depositing, or causing to be deposited, into the Coverage Reserve Account (which shall be funded by the issuance of common equity for cash, cash capital contributions or Subordinated Indebtedness, and which shall not be required to be deposited into the Revenue Account) an amount of U.S. dollars such that, had such amount been received as collections in the Revenue Account during the applicable Transfer Period, such breach would not have occurred (the Coverage Reserve Account Deposit Amount). If so elected by the Issuer and the Guarantors, the Issuer and the Guarantors shall deposit, or cause to be deposited, into the Coverage Reserve 220

Account an amount equal to the Coverage Reserve Account Deposit Amount, which must have been funded with Subordinated Indebtedness incurred by or cash capital contributions made to the Issuer or the Guarantors for specific deposit therein. If the Coverage Reserve Account is funded as described herein, notwithstanding anything to the contrary described herein, an Early Amortization Event related to the failure to satisfy any Early Amortization Debt Service Coverage Ratio will be deemed not to have occurred (regardless of whether the Controlling Party for the Notes has declared that an Early Amortization Period has commenced with respect to the failure to meet the Early Amortization Debt Service Coverage Ratio); provided that if the Early Amortization Debt Service Coverage Ratio continues to fail to be met for each of the next three respective Reporting Periods, then, notwithstanding the funding of the Coverage Reserve Account, an Early Amortization Event shall occur. Pending application in accordance with the Indenture, amounts in the Coverage Reserve Account will be invested by the Secured Party Agents in U.S. Permitted Investments. The Issuer and the Guarantors may exercise such right to cure up to three times through the final maturity of the Notes; provided that they may not exercise such right more than once during any period of 12 consecutive calendar months. Amounts in the Coverage Reserve Account will be distributed by the Secured Party Agents as follows: (a) on each Payment Date occurring after the exercise by the Issuer and the Guarantors of the option to fund the Coverage Reserve Account, if amounts on deposit in the Payment Account for the Notes on such Payment Date are less than the aggregate amount due and payable on such date, then the amount of such shortfall will (to the extent available) be transferred from the Coverage Reserve Account to the Payment Account and then paid to the Noteholders, the Notes Hedge Counterparty and other parties entitled to such amounts as set forth in the Indenture; and (b) if the Early Amortization Debt Service Coverage Ratio for the Notes is met with respect to any two consecutive Reporting Periods after such election, then the balance of funds on deposit in the Coverage Reserve Account may be used by the Issuer and the Guarantors to cancel the related Subordinated Indebtedness or return the related capital contribution (which, in each case, shall not constitute a Restricted Payment), with any remaining balance under the Subordinated Indebtedness or the capital contribution payable in accordance with the Indenture and the order of priority set forth above; additional funds need no longer be deposited into the Coverage Reserve Account unless and until the Issuer and the Guarantors exercise such option again. If a balance remains in the Coverage Reserve Account after all of the Notes have been paid in full, then such balance will be paid at the Issuers and the Guarantors instructions. Additional Coverage Reserve Account. Any other Senior Indebtedness may provide for an account to serve the same purpose as the Coverage Reserve Account (the Additional Coverage Reserve Accounts), provided that such Additional Coverage Reserve Accounts may not provide for better benefits or be on more favorable terms to the creditors under such other Senior Indebtedness than the Coverage Reserve Account to the Noteholders and the Notes Hedge Counterparty, as determined by the board of directors of the Concessionaires in good faith. 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 Notes, when due and payable, whether at maturity, upon redemption or otherwise;

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(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 Notes; (c) any default of any of the following covenants by the Issuer or any Guarantor will constitute an immediate Event of Default: (i) CovenantsUse of Proceeds;

(ii) CovenantsMaintenance of Corporate Existence; (iii) Repurchase of Notes upon a Change of Control; (iv) Mandatory Redemption; and (v) CovenantsNotices only with respect to notices relating to any Event of Default, Early Amortization Event, Termination Event or Expropriation 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 Agents 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 or in any Officers Certificate delivered in connection with the release of the Escrow, 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 or undertake 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; 222

(ii) files a petition, answer or consent or otherwise institutes any similar proceeding under any other legal requirements, or consents thereto; (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 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 within ninety days, or (D) an order for relief has been issued or entered therein; 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; (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; 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 Notes and all amounts then due and payable to the Noteholders;

(j)

(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 Notes Hedge Counterparty 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 223

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. 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 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 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 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 Notes. The Indenture provides that the Notes owned by the 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 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 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, 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. Cash Trapping Upon any Event of Default During the period (the Cash Trapping Period) beginning on the day any Event of Default has occurred, and continuing to and including the date on which principal, interest and all other amounts due under the Notes have been paid in full (or such earlier date as the Controlling Party so determines, or as set forth in the provisos below), except in the limited circumstances provided in the Indenture that permit transfer of cash proceeds of common equity issuances, capital contributions or Subordinated Indebtedness, the Concessionaires will make no transfers pursuant to tenth through seventeenth under Deposits of Funds to and Distribution of Funds from the Revenue Account; provided that, if such Event of Default has been cured or waived, or if the Controlling Party does not declare an Early Amortization Period in respect of an Event of Default (other than an Event of Default described in clause (h) under Events of Default) to have commenced pursuant to the provisions under Early Amortization Events within six months of the Noteholders receiving notice of such Event of Default, then in either case the Cash Trapping Period shall end and shall not recommence until the occurrence or continuance of another Event of Default (or new circumstances or events resulting in the same type of Event of Default) that would automatically trigger or permit the Controlling Party to declare an Early Amortization Event; provided further that, (i) upon the occurrence of an Event of Default described in clause 224

(h) under Events of Default, or (ii) upon a notice of acceleration being given under Events of Default, the Cash Trapping Period will continue to and including the date on which principal, interest and all other amounts due under the Notes have been paid in full irrespective of any other notice being given (unless such acceleration has been rescinded in accordance with the Indenture or the Controlling Party determines otherwise). For the avoidance of doubt, a Cash Trapping Period in connection with an Event of Default (other than an Event of Default described in clause (h) under Events of Default) shall end and shall not recommence until the occurrence or continuance of another Event of Default (or new circumstances or events resulting in the same type of Event of Default) that would automatically trigger or permit the Controlling Party to declare an Early Amortization Event, unless the Controlling Party declares an Early Amortization Period in respect of such Event of Default within six months of the Noteholders receiving notice of such Event of Default. Defeasance The Issuer or any Guarantor may at any time terminate all of their obligations with respect to the Notes, which we refer to as defeasance, except for certain obligations, including those regarding any trust established for a defeasance and obligations to register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain agencies in respect of Notes. The Issuer or any Guarantor may at any time terminate their obligations under certain covenants set forth in the Indenture, and any omission to comply with such obligations will not constitute a Default or an Event of Default with respect to the Notes issued under the Indenture, which we refer to as covenant defeasance. In order to exercise either defeasance or covenant defeasance, the Issuer or any Guarantor must irrevocably deposit in trust, for the benefit of the Noteholders, with the trustee money or U.S. government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of an internationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment, to pay the principal of, and interest on the Notes to redemption or maturity and comply with certain other conditions, including the delivery of an opinion of counsel as to certain tax matters (which in the case of defeasance only must be based on a ruling of the Internal Revenue Service or a change in U.S. federal income tax law). Satisfaction and Discharge The Indenture will be discharged and will cease to be of further effect (except as to the surviving rights or registration or transfer or exchange of the Notes, except as otherwise therein expressly provided for), and the Collateral will be released, as to all Notes and the Notes Hedge Agreement when: (a) either (i) all Notes theretofore executed, authenticated and delivered (except (A) lost, stolen or destroyed Notes which have been replaced or paid and (B) 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 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 Notes not theretofor delivered to the Trustee for cancellation, for principal of and interest on the 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 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. 225

Notices Any notice or communication to a Noteholder shall be deemed to have been duly given (i) 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, and (ii) for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange, upon publication via the website of the Luxembourg Stock Exchange at www.bourse.lu, such notices being deemed given on the date of such publication. In the case of Global 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. Amendments, Supplements and Waivers The Issuer, the Guarantors and the Secured Party Agents may, without notice to or the consent or vote of any Noteholder or the Notes Hedge Counterparty, amend or supplement the Finance Agreements or the Notes for the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency, provided that such amendment or supplement does not materially and adversely affect the rights of any Noteholder or any Note 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 Notes or the Notes Hedge Agreement; (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 provide for the issuance of Additional Notes if otherwise permitted under the Indenture; or (h) to make any other change that does not materially and adversely affect the rights of any Noteholder or the Notes Hedge Counterparty, 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 Agents 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 Note or of modifying in any manner the rights of the Noteholders in respect thereof. Without limitation of the foregoing, the Controlling Party may terminate or suspend any Early Amortization Event or Cash Trapping Period, in whole or in part.

226

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 Notes Hedge Counterparty 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 Notes or Notes Hedge Agreement; (c) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes or Notes Hedge Agreement, or change the date on which any Notes may be subject to redemption, or reduce the redemption prices therefore; (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 Note on or after the due date thereof, including any change in the obligation to repurchase the Notes following a Change of Control or an Asset Disposition or under Affirmative Covenants of the Issuer and the GuarantorsRepair Payments(c) that is made after any such obligation has arisen; (e) change the currency for payment of principal of or interest on any Note or Notes Hedge Agreement; (f) impair the right to institute a suit for the enforcement of any right to payment on or with respect to any Note or Notes Hedge Agreement;

(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 and Notes Hedge Counterparty 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 Notes Hedge Counterparty that, in the aggregate, hold at least 80% of the Voting Balances, the Issuer, the Guarantors and the Secured Party Agents may, from time to time and at any time, enter into a written agreement to release or terminate the Liens created by 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 Note or Notes Hedge Agreement.

For the avoidance of doubt, pursuant to clause (h) above, Noteholders and Notes Hedge Counterparty 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 Notes Hedge Counterparty. The Noteholders will receive prior notice as described under Notices of any proposed amendment to the Notes or the Indenture or any waiver described in this paragraph. The Notes Hedge Counterparty will receive notice as provided for in the Notes Hedge Agreement. 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 Notes, or any defect therein, will not impair or affect the validity of the amendment or waiver. 227

The consent of the Noteholders or Notes Hedge Counterparty 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 and Guarantors capacity and corporate authorization to execute and deliver the Transaction Documents are governed by applicable Chilean laws. The Mortgages, the Asset Pledge Agreements, the Concession Pledge Agreements, the Chilean Money Pledges, the Intercompany Debt Pledge Agreements and the Share Pledge Agreements will be governed by, and construed in accordance with, the laws of Chile. The 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. 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 Corporation Service Company (CSC) 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 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 228

indenture or 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 Note Owner, by its acceptance of a Global 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. 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. Listing The Issuer and the Guarantors will apply to list the Notes on the Official List of the Luxembourg Stock Exchange and to trade them on the Euro MTF Market of that exchange. 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 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 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 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 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. 229

For the purposes of the preceding paragraph, it will be sufficient for the holder of a 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 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 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 Note.

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PLAN OF DISTRIBUTION Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC are acting as representatives of each of the initial purchasers named below. Subject to the terms and conditions set forth in a purchase agreement among us and the representatives, on behalf of the initial purchasers, we have agreed to sell to the initial purchasers, and each of the initial purchasers has agreed, severally and not jointly, to purchase from us, the principal amount of Notes set forth opposite its name below.
Initial Purchaser Principal Amount of Notes

Merrill Lynch, Pierce, Fenner & Smith Incorporated . . . . . . . . . . J.P. Morgan Securities LLC . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . .

U.S.$232,000,000 232,000,000 U.S.$464,000,000

Subject to the terms and conditions set forth in the purchase agreement, the initial purchasers have agreed, severally and not jointly, to purchase all of the Notes sold under the purchase agreement if any of these Notes are purchased. If an initial purchaser defaults, the purchase agreement provides that the purchase commitments of the non-defaulting initial purchasers may be increased or the purchase agreement may be terminated. We have agreed to indemnify the initial purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the initial purchasers may be required to make in respect of those liabilities. The initial purchasers have agreed to be paid their discounts, fees and commissions at the Escrow Closing Date. In the event that (i) the proceeds of the Notes at the Escrow Closing Date after application thereof pursuant to Use of Proceeds are not sufficient to cover the discounts, fees and commissions and all related expenses, including the fees and expenses of their counsels or (ii) the amounts on deposit in the Escrow are returned to the investors because the Closing Conditions shall not have been satisfied, then in each case such discounts, fees, commissions and expenses will be paid to the initial purchasers and their counsels pursuant to a credit arrangement provided by one of the members of Grupo GPS. Commissions and Discounts The representatives have advised us that the initial purchasers propose initially to offer the Notes at the offering price set forth on the cover page of this Offering Memorandum. After the initial offering, the offering price or any other term of the offering may be changed. The initial purchasers may offer and sell the Notes through their affiliates. Notes Are Not Being Registered The Notes have not been registered under the Securities Act or any state securities laws. The initial purchasers propose to offer the Notes for resale in transactions not requiring registration under the Securities Act or applicable state securities laws, including sales pursuant to Rule 144A and Regulation S. The initial purchasers will not offer or sell the Notes except to persons they reasonably believe to be qualified institutional buyers or pursuant to offers and sales to non-U.S. persons that occur outside of the United States within the meaning of Regulation S. In addition, until 40 days following the commencement of this offering, an offer or sale of Notes within the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act unless the dealer makes the offer or sale in compliance with Rule 144A or another exemption from registration under the Securities Act. Each purchaser of the Notes will be deemed to have made acknowledgments, representations and agreements as described under Transfer Restrictions. The Notes are being issued outside Chile. The initial purchasers will not offer or sell the Notes directly or indirectly to the public in Chile. 231

New Issue of Notes The Notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the Notes on any national securities exchange or for inclusion of the Notes on any automated dealer quotation system. We have been advised by the initial purchasers that they presently intend to make a market in the Notes after completion of the offering. However, they are under no obligation to do so and may discontinue any market-making activities at any time without any notice. We cannot assure the liquidity of the trading market for the Notes. If an active trading market for the Notes does not develop, the market price and liquidity of the Notes may be adversely affected. If the Notes are traded, they may trade at a discount from their initial offering price, depending on prevailing interest rates, the market for similar securities, our operating performance and financial condition, general economic conditions and other factors. No Sales of Similar Securities We have agreed that, for a period of 180 days after the date of this Offering Memorandum, we will not without first obtaining the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, directly or indirectly, issue, sell, offer to contract or grant any option to sell, pledge. transfer or otherwise dispose of, any debt securities or securities exchangeable for or convertible into debt securities, except for the Notes sold to the initial purchasers pursuant to the purchase agreement. Short Positions In connection with the offering, the initial purchasers may purchase and sell the Notes in the open market. These transactions may include short sales and purchases on the open market to cover positions created by short sales. Short sales involve the sale by the initial purchasers of a greater principal amount of Notes than they are required to purchase in the off