Purchase of Notes upon a Failure to Maintain Fixed Charge Coverage Ratio. In the event that (i) the Company owns, directly or indirectly, less than 51% but at least 40% of the Voting Stock of Telefónica and (ii) at any time after the delivery of the Company’s financial statements for the Company’s fiscal quarter ending September 30, 1997 pursuant to the covenant contained in Section 3.9 (Provision of Financial Statements and Reports), the Company’s Fixed Charge Coverage Ratio for the immediately preceding four fiscal quarters, taken as one period, is less than 1.50 to 1.00 (if such four fiscal quarters shall end prior to October 1, 1999) or less than 1.75 to 1.00 (if such four fiscal quarters shall end thereafter) (a “Maintenance Event”) then each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes, in whole or in part in integral multiples of $1,000 or Ps 1,000, as the case may be, at a purchase price (the “Maintenance Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to the date of purchase (the “Maintenance Purchase Date”), pursuant to the offer described below (the “Maintenance Offer”). Within 30 days following a Maintenance Event, the Company shall notify the Trustee thereof and give written notice of such Maintenance Event to each Holder of notes by first-class mail, postage prepaid, at the address of such Holder appearing in the Register, stating, among other things, (a) the purchase price and the purchase date which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act or any applicable securities laws or regulations and the requirements of any securities exchange on which such Notes are listed; (b) that any Note not tendered will continue to accrue interest; (c) that, unless the Company defaults in the payment of the purchase price, any Notes accepted for payment pursuant to the Maintenance Offer shall cease to accrue interest on and after the Maintenance Purchase Date; (d) that Holders of Notes electing to have any Note or portion thereof purchased pursuant to the Maintenance Offer will be required to surrender such Note to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Maintenance Purchase Date; (e) that Holders of Notes will be entitled to withdraw their election if the Pa...
Purchase of Notes upon a Failure to Maintain Fixed Charge Coverage Ratio. (a) In the event that (i) the company owns, directly or indirectly, less than 51% but at least 40% of the Voting Stock of Telefónica and (ii) at any time after the delivery of the Company’s financial statements for the Company’s fiscal quarter ending September 30, 1997 pursuant to Condition 15 (“Provision of Financial Statements and Reports”), the Company’s Fixed Charge Coverage Ratio for the immediately preceding four fiscal quarters, taken as one period, is less than 1.50 to 1.00 (if such four fiscal quarters shall end prior to October 1, 1998) or less than 1.75 to 1.00 (if such four fiscal quarters shall end thereafter) (a “Maintenance Event”), then each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes, in whole or in part, in integral multiples of $1,000 or Ps 1,000, as the case may be, at a purchase price (the “Maintenance Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to the date of purchase (the “Maintenance Purchase Date”), pursuant to the offer described below (the “Maintenance Offer”).
