SHEET (THE "VTR UNAUDITED
BALANCE SHEET") OF VTR AND
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ITS SUBSIDIARIES AS OF MARCH 31, 2005 (THE "VTR UNAUDITED BALANCE SHEET DATE"),
(III) THE AUDITED CONSOLIDATED STATEMENT OF INCOME AND CASH FLOWS OF VTR AND ITS
SUBSIDIARIES FOR THE FISCAL YEARS ENDED ON DECEMBER 31, 2003 AND 2004, AND
(IV) THE UNAUDITED CONSOLIDATED STATEMENT OF INCOME AND CASH FLOWS OF VTR AND
ITS SUBSIDIARIES FOR THE PERIOD BEGINNING ON THE FIRST DAY OF THE FISCAL YEAR IN
WHICH THE VTR UNAUDITED BALANCE SHEET DATE FALLS AND ENDING ON THE VTR UNAUDITED
BALANCE SHEET DATE (THE FINANCIAL STATEMENTS DESCRIBED IN THIS SENTENCE,
COLLECTIVELY, THE "VTR FINANCIAL STATEMENTS").
(B)
EXCEPT (I) AS SET FORTH IN SECTION 5.4(B) OF THE VTR DISCLOSURE
SCHEDULE, (II) AS DESCRIBED IN THE NOTES TO THE VTR FINANCIAL STATEMENTS,
(III) TO THE EXTENT THAT THE UNAUDITED INTERIM STATEMENTS DO NOT INCLUDE
FOOTNOTES AND OTHER PRESENTATION ITEMS AS REQUIRED BY GAAP, AND (IV) IN THE CASE
OF THE UNAUDITED STATEMENTS, FOR NORMAL, YEAR-END ADJUSTMENTS (WHICH WILL NOT BE
MATERIAL INDIVIDUALLY OR IN THE AGGREGATE), THE VTR FINANCIAL STATEMENTS HAVE
BEEN PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT BASIS AND FAIRLY
PRESENT THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND CASH FLOWS OF VTR
AND ITS SUBSIDIARIES AS OF THE RESPECTIVE DATES THEREOF AND FOR THE RESPECTIVE
PERIODS INDICATED THEREIN.
(C)
EXCEPT FOR (I) ANY LIABILITIES SET FORTH IN SECTION 5.4(C) OF THE
VTR DISCLOSURE SCHEDULE, (II) LIABILITIES SET FORTH OR PROVIDED FOR ON THE VTR
AUDITED BALANCE SHEET (INCLUDING LIABILITIES THE AMOUNTS OF WHICH ARE SET FORTH
NUMERICALLY IN THE NOTES THERETO), (III) LIABILITIES THAT HAVE ARISEN AFTER THE
VTR AUDITED BALANCE SHEET DATE IN THE ORDINARY COURSE OF BUSINESS CONSISTENT
WITH PAST PRACTICE, AND (IV) LIABILITIES UNDER THE CONTRACTS MADE AVAILABLE TO
CCC DURING ITS DUE DILIGENCE PROCESS TO THE EXTENT THAT THE EXISTENCE OF SUCH
LIABILITIES IS REASONABLY ASCERTAINABLE SOLELY BY REFERENCE TO SUCH CONTRACTS,
NEITHER VTR NOR ANY OF ITS SUBSIDIARIES HAS ANY MATERIAL LIABILITY (WHETHER
KNOWN OR UNKNOWN, WHETHER ASSERTED OR UNASSERTED, WHETHER ABSOLUTE OR
CONTINGENT, WHETHER ACCRUED OR UNACCRUED, WHETHER LIQUIDATED OR UNLIQUIDATED,
AND WHETHER DUE OR TO BECOME DUE, INCLUDING ANY LIABILITY FOR TAXES).
(D)
SINCE THE VTR AUDITED BALANCE SHEET DATE, NO EVENT HAS OCCURRED
AND NO CONDITION EXISTS THAT, INDIVIDUALLY OR TOGETHER WITH OTHER EVENTS AND
CONDITIONS HAS HAD, OR INSOFAR AS VTR CAN REASONABLY FORESEE IS REASONABLY
LIKELY TO HAVE, A VTR MATERIAL ADVERSE EFFECT.
(E)
THE NET DEBT OF VTR AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS
(EXCLUDING ALL OBLIGATIONS OF METROPOLIS AND PROSER) IMMEDIATELY FOLLOWING THE
CLOSING (INCLUDING THE AMOUNT UNDER THE DPP OBLIGATION) WILL NOT EXCEED
US$250,000,000.00 (OR ITS EQUIVALENT IN CHILEAN PESOS AS OF THE DATE THAT IS TWO
BUSINESS DAYS PRIOR TO THE DATE HEREOF).
WITHOUT LIMITING THE GENERALITY OF THE
PRECEDING SENTENCE, SECTION 5.4(E) OF THE VTR DISCLOSURE SCHEDULE SETS FORTH THE
AGGREGATE AMOUNTS OF INDEBTEDNESS (INCLUDING A BREAKDOWN AND DESCRIPTION OF THE
ITEMS UNDER CLAUSES (A) THROUGH (G) OF