EXHIBIT 2.8
GRUPO TELEVISA, S.A.,
as Issuer,
THE BANK OF NEW YORK,
as Trustee, Registrar, Paying Agent
and Transfer Agent
and
DEXIA BANQUE INTERNATIONALE A
LUXEMBOURG, SOCIETE ANONYME
as Luxembourg Paying Agent
and Transfer Agent
--------------------
NINTH SUPPLEMENTAL INDENTURE
Dated as of September 6, 2005
--------------------
Supplementing the Trust Indenture
Dated as of August 8, 2000
--------------------
$600,000,000 6.625% Senior Exchange Notes due 2025.
NINTH SUPPLEMENTAL INDENTURE, dated as of the 6th day of September, 2005,
between GRUPO TELEVISA, S.A., a limited liability company (sociedad anonima)
organized under the laws of the United Mexican States (the "Issuer" or the
"Company"), THE BANK OF NEW YORK, a New York banking corporation, having its
Corporate Trust Office located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
as trustee (the "Trustee"), registrar ("Registrar"), paying agent ("Paying
Agent") and transfer agent ("Transfer Agent"), and DEXIA BANQUE INTERNATIONALE A
LUXEMBOURG, SOCIETE ANONYME a bank duly incorporated and existing under the laws
of Luxembourg, as paying agent and transfer agent (a "Paying Agent" and a
"Transfer Agent," as the case may be);
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Indenture dated as of August 8, 2000 (the "Original Indenture" and, together
with the First Supplemental Indenture, dated August 8, 2000, the Second
Supplemental Indenture, dated January 19, 2001, the Third Supplemental
Indenture, dated September 13, 2001, the Fourth Supplemental Indenture, dated
March 11, 2002, the Fifth Supplemental Indenture, dated March 8, 2002, the Sixth
Supplemental Indenture, dated July 31, 2002, the Seventh Supplemental Indenture,
dated March 18, 2005 and the Eighth Supplemental Indenture, dated May 26, 2005
between the Company, The Bank of New York, as Trustee, Registrar, Paying Agent
and Transfer Agent and Dexia Banque Internationale a Luxembourg, Societe Anonyme
as Luxembourg Paying Agent and Transfer Agent, and this Ninth Supplemental
Indenture, the "Indenture") providing for the issuance by the Company from time
to time of its senior debt securities to be issued in one or more series (in the
Original Indenture and herein called the "Securities");
WHEREAS, the Company, in the exercise of the power and authority conferred
upon and reserved to it under the provisions of the Original Indenture and
pursuant to appropriate resolutions of the Board of Directors, has duly
determined to make, execute and deliver to the Trustee, on September 6, 2005,
this Ninth Supplemental Indenture to the Original Indenture in order to
establish the form and terms of, and to provide for the creation and issue of,
one series of Securities to be designated as the "6.625% Senior Exchange Notes
due 2025" under the Original Indenture in the aggregate principal amount of
$600,000,000 subject to Section 202 hereof;
WHEREAS, Section 901 of the Original Indenture provides, among other
things, that the Company, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, without the consent of any Holders,
may enter into an indenture supplemental to the Original Indenture to establish
the terms of Securities of any series as permitted by Sections 201 and 301 of
the Original Indenture; and
WHEREAS, all things necessary to make the Securities, when executed by the
Company and authenticated and delivered by the Trustee or any Authenticating
Agent and issued upon the terms and subject to the conditions set forth
hereinafter and in the Indenture against payment therefor, the valid, binding
and legal obligations of the Company and to make this Ninth Supplemental
Indenture a valid, binding and legal agreement of the Company, have been done;
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NOW, THEREFORE, This NINTH SUPPLEMENTAL INDENTURE WITNESSETH that, in
order to establish the terms of the series of Securities designated as the
"6.625% Senior Exchange Notes due 2025" and for and in consideration of the
premises and of the covenants contained in the Original Indenture and in this
Ninth Supplemental Indenture and for other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, it is mutually
covenanted and agreed as follows:
ARTICLE I
DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION
Section 101. Definitions.
Each capitalized term that is used herein and is defined in the Original
Indenture shall have the meaning specified in the Original Indenture unless such
term is otherwise defined herein.
"Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of DTC,
Euroclear or Clearstream Banking, as the case may be, that apply to such
transfer or exchange.
"Clearstream Banking" shall mean Clearstream Banking, societe anonyme
(formerly Cedelbank) or any successor.
"Depositary" shall mean DTC or its nominee, or any other depositary
appointed by the Company; provided, however, that such depositary shall have an
address in the Borough of Manhattan, in the City of New York.
"DTC" shall mean The Depository Trust Company.
"Euroclear" shall mean the Euroclear System or any successor.
"Global Securities" or "Global Security" shall have the meaning assigned
to it in Section 203 hereof.
"Initial Purchasers" shall mean Credit Suisse First Boston LLC ("CSFB")
and Citigroup Global Markets Inc. ("Citigroup").
"Interest Payment Date" shall have the meaning assigned to it in Section
206 hereof.
"Notes" shall mean the Company's 6.625% Senior Exchange Notes due 2025.
"Remaining Scheduled Payments" shall mean, with respect to the Notes, the
remaining scheduled payments of principal thereof and interest thereon that
would be due after the related Redemption Date but for such redemption.
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"Securities" shall mean the Notes.
"Securities Act" shall mean the United States Securities Act of 1933, as
amended.
Section 102. Section References.
Each reference to a particular Section set forth in this Ninth
Supplemental Indenture shall, unless the context otherwise requires, refer to
this Ninth Supplemental Indenture.
ARTICLE II
TITLE AND TERMS OF THE SECURITIES
Section 201. Title of the Securities.
The title of the Securities of the series established hereby is the
"6.625% Senior Exchange Notes due 2025".
Section 202. Amount and Denominations.
The aggregate principal amount of the Notes which may be authenticated and
delivered under this Ninth Supplemental Indenture is limited to $600,000,000,
except for Securities of such series authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
of the same series pursuant to Section 305, 306, 904 or 1107 of the Original
Indenture; provided, however, that the Notes may be reopened, without the
consent of the Holders thereof, for issuance of additional Securities of the
same series.
Section 203. Registered Securities.
The certificates for the Notes shall be Registered Securities in global
form and shall be in substantially the form attached hereto as Exhibits A
(collectively, the "Global Securities," each a "Global Security").
Section 204. Issuance and Pricing.
The Notes shall be issued under the Indenture.
Section 205. Stated Maturity.
The Stated Maturity of the Notes on which the principal thereof is due and
payable shall be March 18, 2025.
Section 206. Interest.
The principal of the Notes shall bear interest from the later of March 18,
2005 or from the most recent Interest Payment Date to which interest has been
paid or provided for, payable semiannually on March 18 and September 18 of each
year, commencing
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September 18, 2005 to the Persons in whose names the Notes (or one or more
Predecessor Securities) are registered at the close of business on the fifteenth
calendar day preceding such Interest Payment Date. Interest payable at maturity
will be payable to the person to whom principal is payable on that date.
Interest on the Notes shall be computed on the basis of a 360-day year of twelve
30-day months. If any Interest Payment Date or Maturity would otherwise be a day
that is not a Business Day, the related payment of principal, interest, premium
and Additional Amounts will be made on the next succeeding Business Day as if it
were made on the date the payment was due, and no interest will accrue on the
amounts so payable for the period from and after the Interest Payment Date or
the Maturity, as the case may be, to the next succeeding Business Day.
Interest on the Notes will accrue at the rate of 6.625% per annum, until
the principal thereof is paid or made available for payment.
Section 207. Registration, Transfer and Exchange.
The principal of, interest, premium and Additional Amounts on the Notes
shall be payable and the Notes may be surrendered or presented for payment, the
Notes may be surrendered for registration of transfer or exchange, and notices
and demands to or upon the Company in respect of the Notes and the Indenture may
be served, at the office or agency of the Company maintained for such purposes
in The City of New York, State of New York, and so long as any Notes are listed
on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange
so require, a Paying Agent and a Transfer Agent with a specified office in
Luxembourg, from time to time; provided, however, that at the option of the
Company payment of interest on either series may be made by check mailed to the
address of the Persons entitled thereto, as such addresses shall appear in the
Security Register.
The Company hereby initially appoints the Trustee at its office in the
City of New York as the Registrar, a Paying Agent and a Transfer Agent under the
Indenture and the Trustee, by its execution hereof, accepts such appointment;
provided, however, that (subject to Section 1002 of the Indenture) the Company
may at any time remove the Trustee at its office or agency in The City of New
York designated for the foregoing purposes and may from time to time designate
one or more other offices or agencies for the foregoing purposes and may from
time to time rescind such designations. The Company hereby initially appoints
Dexia Banque Internationale a Luxembourg, Societe Anonyme at its office at 69
route x'Xxxx, X-0000 Xxxxxxxxxx, to act as a Paying Agent and Transfer Agent
under the Indenture and Dexia Banque Internationale a Luxembourg, Societe
Anonyme by its execution hereof, hereby accepts such appointment. The Trustee,
the Registrar, each Paying Agent and Transfer Agent shall keep copies of the
Indenture available for inspection and copying by holders of the Notes during
normal business hours at their respective offices.
Notwithstanding the foregoing, a Holder of $10 million or more in
aggregate principal amount of certificated Notes on a Regular Record Date shall
be entitled to receive interest payments, if any, on any Interest Payment Date,
other than an Interest
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Payment Date that is also the date of Maturity, by wire transfer of immediately
available funds if appropriate wire transfer instructions have been received in
writing by the Trustee not less than 15 calendar days prior to the applicable
Interest Payment Date. Any wire transfer instructions received by the Trustee
will remain in effect until revoked by the Holder. Any interest not punctually
paid or duly provided for on a certificated note on any interest payment date
other than the maturity date will cease to be payable to the Holder of the Note
as of the close of business on the related record date and may either be paid
(1) to the person in whose name the certificated note is registered at the close
of business on a special record date for the payment of the defaulted interest
that is fixed by the Company, written notice of which will be given to the
holders of the notes not less than 30 calendar days prior to the special record
date, or (2) at any time in any other lawful manner.
Section 208. Redemption of the Securities.
The Notes are redeemable by the Company pursuant to Sections 1008 and 1009
of the Original Indenture in accordance with Article Eleven thereof.
Section 209. Denominations.
Interests in the Notes shall be in minimum denominations of $100,000 and
integral multiples of $1,000 in excess thereof.
Section 210. Currency.
The interest, premium, if any, Additional Amounts, if any, and principal
on the Notes shall be payable only in Dollars.
Section 211. Applicability of Certain Indenture Provisions.
All Sections of the Original Indenture shall apply to the Notes, except
for Articles Twelve, Thirteen and Fourteen.
Section 212. Security Registrar and Paying Agent.
The Trustee shall be Security Registrar and the initial Paying Agent and
initial Transfer Agent for the Notes (subject to the Company's right (subject to
Section 1002 of the Indenture) to remove the Trustee as such Paying Agent and/or
Transfer Agent with respect to each series and/or, from time to time, to
designate one or more co-registrars and one or more other Paying Agents and
Transfer Agents and to rescind from time to time any such designations), and The
City of New York is designated as a Place of Payment for the Notes. The Company
shall maintain a Paying Agent and Transfer Agent in Luxembourg for so long as
any Notes are listed on the Luxembourg Stock Exchange.
Section 213. Global Securities.
(a) Form of Securities. The Notes may be issued in whole or in part
in the form of one or more Global Securities in fully registered form. No
Notes will be
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issued in bearer form. The initial Depositary for the Global Securities of
each series shall be DTC, and the depositary arrangements shall be those
employed by whoever shall be the Depositary with respect to the Notes from
time to time.
Each Global Security authenticated under this Indenture shall be
registered in the name of the Depositary or a nominee thereof and delivered to
such Depositary or a nominee thereof or custodian therefor, and each such Global
Security shall constitute a single Security for all purposes of this Indenture.
Notwithstanding any other provision in this Indenture or the Securities,
no Global Security may be exchanged, in whole or in part for certificated Notes,
and no transfer of a Global Security in whole or in part may be registered, in
the name of any Person, other than the Depositary or a nominee thereof unless
(A) the Depositary has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Security or (B) the Depositary has ceased
to be a clearing agency registered under the Exchange Act, or (C) there shall
have occurred and be continuing an Event of Default with respect to such Global
Security or (D) the Company in its sole discretion determines that the Global
Securities (in whole not in part) should be exchanged for certificated Notes and
delivers a written notice to such effect to the Trustee. Any Global Security
exchanged pursuant to Clause (A) or (B) above shall be so exchanged in whole and
not in part and any Global Security exchanged pursuant to Clause (C) above may
be exchanged in whole or from time to time in part in the manner directed by the
Depositary. In the event of the occurrence of any of the events specified in
this paragraph, the Company will promptly make available to the Trustee a
reasonable supply of certificated Notes in definitive, fully registered form,
without interest coupons.
Upon any exchange, the certificated Notes shall be issued in definitive,
fully-registered form, without interest coupons, shall have an aggregate
principal amount equal to that of such Global Security or portion thereof to be
so exchanged, shall be registered in such names and be in such denominations as
the Depositary shall designate and shall bear any legends required hereunder.
Any Global Security to be exchanged in whole shall be surrendered by the
Depositary to the Trustee, as Security Registrar. With regard to any Global
Security to be exchanged in part, either such Global Security shall be so
surrendered for exchange or, if the Trustee is acting as custodian for the
Depositary or its nominee with respect to such Global Security, the principal
thereof shall be reduced, by an amount equal to the portion thereof to be so
exchanged, by means of any appropriate adjustment made on the records of the
Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate
and deliver the Security issuable on such exchange to or upon the order of the
Depositary or an authorized representative thereof.
The provisions of the "Operating Procedures of the Euroclear System" and
the "Terms and Conditions Governing Use of Euroclear" and the "Management
Regulations" and "Instructions to Participants" of Clearstream Banking,
respectively, shall be applicable to any Global Security insofar as interests in
such Global Security are held by the agent members of Euroclear or Clearstream
Banking. Account holders or participants in Euroclear and Clearstream Banking
shall have no rights under the Indenture with
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respect to such Global Security, and the Depositary or its nominee may be
treated by the Company, the Trustee, and any agent of the Company or the Trustee
as the owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or impair, as between DTC and its agent members, the operation of customary
practices governing the exercise of the rights of a holder of any Security.
Section 214. Sinking Fund.
The Notes shall not be subject to any sinking fund or similar provision
and shall not be redeemable at the option of the holder thereof.
Section 215. Conversion; Exchange.
The Notes shall not be convertible into Common Stock.
Section 216. Amendments.
This Supplemental Indenture may be amended by the Company without the
consent of any holder of the Notes in order for the restrictions on transfer
contained herein to be in compliance with applicable law or the Applicable
Procedures.
Section 217. Applicable Procedures.
Notwithstanding anything else herein, the Company shall not be required to
permit a transfer to a Global Note that is not permitted by the Applicable
Procedures.
Section 218. Paying and Transfer Agent.
Dexia Banque Internationale a Luxembourg, Societe Anonyme agrees that the
provisions of Section 1003 of the Original Indenture shall be binding on it as
Paying Agent and Transfer Agent.
Section 219. Execution of the Notes
The Exchange Notes shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Accounting Officer, its Chief Financial
Officer, its President or one of its Vice Presidents attested by its Secretary
of the Board of Directors, its Treasurer or Assistant Treasurer or one of its
Assistant Secretaries. The signature of any of the officers on the Notes may be
manual or facsimile.
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ARTICLE III
MISCELLANEOUS PROVISIONS
The Trustee makes no undertaking or representations in respect of, and
shall not be responsible in any manner whatsoever for and in respect of, the
validity or sufficiency of this Ninth Supplemental Indenture or the proper
authorization or the due execution hereof by the Company or for or in respect of
the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company.
Except as expressly amended hereby, the Original Indenture shall continue
in full force and effect in accordance with the provisions thereof and the
Original Indenture is in all respects hereby ratified and confirmed.
This Ninth Supplemental Indenture and all its provisions shall be deemed a
part of the Original Indenture in the manner and to the extent herein and
therein provided. This Ninth Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to conflicts of laws principles thereof other than Section 5-1401 of the New
York General Obligations Law.
This Ninth Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental
Indenture to be duly executed as of the day and year first above written.
GRUPO TELEVISA, S.A.,
as Issuer
By: /s/ Salvi Folch Viadero
-------------------------------------------
Name: Salvi Folch Viadero
Title: Chief Financial Officer
By: /s/ Xxxx Xxxxxxx Xxxxxx
-------------------------------------------
Name: Xxxx Xxxxxxx Xxxxxx
Title: Vice-President General Counsel
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THE BANK OF NEW YORK,
as Trustee, Registrar, Paying Agent
and Transfer Agent
BY: /s/ Xxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
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DEXIA BANQUE INTERNATIONALE
A LUXEMBOURG, SOCIETE ANONYME
as Luxembourg Paying Agent and Transfer
Agent
BY: /s/ Xxxx-Xxxx Xxxxxxx /Pierre-Xxxxxxxx Xxxxxxx
-----------------------------------------------
Name: Xxxx-Xxxx Xxxxxxx/Pierre-Xxxxxxxx Xxxxxxx
Title: Directeur adjoint/
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Exhibit X-0
Xx. 0 $
CUSIP No.
GRUPO TELEVISA, S. A.
6.625% Senior Exchange Notes due 2025
Grupo Televisa, S.A., a limited liability company (sociedad anonima),
organized under the laws of the United Mexican States (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of dollars ($ ) on March 18, 2025
and to pay interest thereon from March 18, 2005 or from the most recent date to
which interest has been paid or provided for, semi-annually on March 18 and
September 18 in each year (each, an "Interest Payment Date"), commencing
September 18, 2005 at the rate of 6.625 % per annum, until the principal hereof
is paid or made available for payment. Interest on this Note shall be calculated
on the basis of a 360-day year consisting of twelve 30-day months. The interest
so payable and paid or provided for on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the fifteenth
calendar day (whether or not a Business Day) preceding such Interest Payment
Date. Any such interest which is payable, but is not paid or provided for, on
any Interest Payment Date shall forthwith cease to be payable to the registered
Holder hereof on the relevant Regular Record Date by virtue of having been such
Holder, and may be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Company, notice whereof shall be given to the Holders of Notes of this Series
not less than 10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in such Indenture.
Payment of the principal of and the interest on this Note will be made at
the office or agency of the Company maintained for that purpose in The Borough
of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that, at the option of the Company,
interest may be paid by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register; provided,
further, that payment to DTC or any successor Depositary may be made by wire
transfer to the account designated by DTC or such successor Depositary in
writing.
This Security is a global Security issued on the date hereof which
represents $ of the principal amount of the Company's 6.625 % Senior Exchange
Notes due 2025.
This Note is one of a duly authorized issue of securities of the Company (herein
called the "Notes") issued and to be issued in one series under an Indenture
dated as of August 8, 2000, as supplemented by the first supplemental indenture
dated as of August 8, 2000, the second supplemental indenture dated as of
January 19, 2001, the third supplemental indenture dated as of September 13,
2001, the fourth supplemental indenture dated as of March 11, 2002, the fifth
supplemental indenture dated as of March 8, 2002, the sixth supplemental
indenture dated as of July 31, 2002, the seventh supplemental indenture dated
March 18, 2005 and the eighth supplemental indenture dated May 26, 2005 (herein
called, together with the Ninth Supplemental Indenture referred to below and all
other indentures supplemental thereto, the "Indenture") between the Company and
The Bank of New York, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes, and of the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof, initially limited (subject to
exceptions provided in the Indenture) to the aggregate principal amount
specified in the Ninth Supplemental Indenture between the Company, The Bank of
New York, as Trustee, Registrar, Paying Agent and Transfer Agent and Dexia
Banque Internationale a Luxembourg, Societe Anonyme, as Luxembourg Paying Agent
and Transfer Agent, dated as of 2005, establishing the terms of the Notes
pursuant to the Indenture (the "Ninth Supplemental Indenture").
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series issued
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding of each series affected thereby. For all
purposes of the Indenture, holders of the Notes issued under the Ninth
Supplemental Indenture will vote together with holders of the Notes issued
pursuant to the Seventh Supplemental Indenture and the Eighth Supplemental
Indenture who do not exchange such Notes for new Notes pursuant to the exchange
offer being consummated pursuant to the terms of the Registration Rights
Agreements that were attached as Exhibit F to the Seventh Supplemental Indenture
and Exhibit A to the Eighth Supplemental Indenture, as a single series of
Securities. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities of any
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Notes issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note or such Notes.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note,
at the times, place and rate, and in the coin or currency, herein and in the
Indenture prescribed.
As provided in the Indenture and subject to certain limitations set forth
therein and in this Note, the transfer of this Note may be registered on the
Security Register upon surrender of this Note for registration of transfer at
the office or agency of the Company maintained for the purpose in any place
where the principal of and interest on this Note are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or by his
attorney duly authorized in writing, and thereupon one or more new Notes of this
series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Notes are issuable in book-entry fully registered form without coupons
in minimum denominations of $100,000, and integral multiples of $1,000 as
specified in the Ninth Supplemental Indenture establishing the terms of the
Notes and as more fully provided in the Original Indenture. As provided in the
Original Indenture, and subject to certain limitations set forth in the Original
Indenture and in this Note, the Notes are exchangeable for a like aggregate
principal amount of Notes of this Series in different authorized denominations,
as requested by the Holders surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith, other than in
certain cases provided in the Indenture.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture contains provisions whereby (i) the Company may be
discharged from its obligations with respect to the Notes (subject to certain
exceptions) or (ii) the Company may be released from its obligation under
specified covenants and agreements in the Indenture, in each case if the Company
irrevocably deposits with the Trustee money or U.S. Government Obligations
sufficient to pay and discharge the entire indebtedness on all Notes of this
series, and satisfies certain other conditions, all as more fully provided in
the Indenture.
This Note shall be governed by and construed in accordance with the laws
of the State of New York without giving effect to any provisions relating to
conflicts of laws other than Section 5-1401 of the New York General Obligations
Law.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee under the Indenture by the manual signature of one of its
authorized signatories, this Note shall not be entitled to any benefits under
the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
GRUPO TELEVISA, S.A.
Attest:_____________________________ By:_______________________________
Name: Xxxxxxx Xxxxxxxxx Xxxxx Name: Salvi Folch Viadero
Title: Secretary of the Board Title: Chief Financial Officer
of Directors of Grupo
Televisa, S.A.
By:_______________________________
Name: Xxxx Xxxxxxx Xxxxxx
Title: Vice President-General
Counsel
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
Dated: , 2005 The Bank of New York,
as Trustee
By:_________________________
FORM OF REVERSE OF SECURITY
This Security is one of a duly authorized issue of Securities of the
Company designated as its 6.625% Senior Exchange Notes due 2025 (hereinafter
called the "Notes"), limited in aggregate principal amount to U.S.$600,000,000
issued and to be issued under a Ninth Supplemental Indenture, dated as of ,
2005 (hereinafter called the "Ninth Supplemental Indenture"), among the Company,
The Bank of New York, as Trustee, Registrar, Paying Agent and Transfer Agent and
Dexia Banque Internationale a Luxembourg, Societe Anonyme, as Luxembourg Paying
Agent and Transfer Agent.
Additional Amounts. All payments of amounts due in respect of the
Securities by the Company will be made without withholding or reduction for or
on account of any present or future taxes or duties of whatever nature imposed
or levied by or on behalf of Mexico any political subdivision thereof or any
agency or authority in or of Mexico ("Taxes") unless the withholding or
deduction of such Taxes is required by law or by the interpretation or
administration thereof. In that event, the Company will pay such additional
amounts ("Additional Amounts") as may be necessary in order that the net amounts
receivable by the Holders after such withholding or deduction shall equal the
respective amounts which would have been receivable in respect of the
Securities, in the absence of such withholding or deduction, which Additional
Amounts shall be due and payable when the amount to which such Additional
Amounts relate are due and payable; except that no such Additional Amounts shall
be payable with respect to:
(i) any Taxes which are imposed on, or deducted or withheld from,
payments made to the Holder or beneficial owner of the Securities by
reason of the existence of any present or former connection between the
Holder or beneficial owner of the Securities (or between a fiduciary,
settlor, beneficiary, member or shareholder of, or possessor of a power
over, such Holder or beneficial owner, if such Holder or beneficial owner
is an estate, trust, corporation or partnership) and Mexico (or any
political subdivision or territory or possession thereof or area subject
to its jurisdiction) (including, without limitation, such Holder or
beneficial owner (or such fiduciary, settlor, beneficiary, member,
shareholder or possessor) (x) being or having been a citizen or resident
thereof, (y) maintaining or having maintained an office, permanent
establishment, fixed base or branch therein, or (z) being or having been
present or engaged in trade or business therein) other than the mere
holding of such Securities or the receipt of amounts due in respect
thereof;
(ii) any estate, inheritance, gift, sales, stamp, transfer or
personal property Tax;
(iii) any Taxes that are imposed on, or withheld or deducted from,
payments made to the Holder or beneficial owner of the Securities to the
extent such Taxes would not have been so imposed, deducted or withheld but
for the failure by such Holder or beneficial owner of such Securities to
comply with any certification, identification, information, documentation
or other reporting
requirement concerning the nationality, residence, identity or connection
with Mexico (or any political subdivision or territory or possession
thereof or area subject to its jurisdiction) of the Holder or beneficial
owner of such Securities if (x) such compliance is required or imposed by
a statute, treaty, regulation, rule, ruling or administrative practice in
order to make any claim for exemption from, or reduction in the rate of,
the imposition, withholding or deduction of any Taxes, and (y) at least 60
days prior to the first payment date with respect to which the Company
shall apply this clause (iii), the Company shall have notified all the
Holders of Securities, in writing, that such Holders or beneficial owners
of the Securities will be required to provide such information or
documentation;
(iv) any Taxes imposed on, or withheld or deducted from, payments
made to a Holder or beneficial owner of the Securities at a rate in excess
of the 4.9% rate of Tax in effect on the date hereof and uniformly
applicable in respect of payments made by the Company to all Holders or
beneficial owners eligible for the benefits of a treaty for the avoidance
of double taxation to which Mexico is a party without regard to the
particular circumstances of such Holders or beneficial owners (provided
that, upon any subsequent increase in the rate of Tax that would be
applicable to payments to all such Holders or beneficial owners without
regard to their particular circumstances, such increased rate shall be
substituted for the 4.9% rate for purposes of this clause (iv)), but only
to the extent that (x) such Holder or beneficial owner has failed to
provide on a timely basis, at the reasonable request of the Company
(subject to the conditions set forth below), information, documentation or
other evidence concerning whether such Holder or beneficial owner is
eligible for benefits under a treaty for the avoidance of double taxation
to which Mexico is a party if necessary to determine the appropriate rate
of deduction or withholding of Taxes under such treaty or under any
statute, regulation, rule, ruling or administrative practice, and (y) at
least 60 days prior to the first payment date with respect to which the
Company shall make such reasonable request, the Company shall have
notified the Holders of the Securities, in writing, that such Holders or
beneficial owners of the Securities will be required to provide such
information, documentation or other evidence;
(v) to or on behalf of a Holder of the Securities in respect of
Taxes that would not have been imposed but for the presentation by such
Holder for payment on a date more than 15 days after the date on which
such payment became due and payable or the date on which payment thereof
is duly provided for and notice thereof given to Holders, whichever occurs
later, except to the extent that the Holder of such Securities would have
been entitled to Additional Amounts in respect of such Taxes on presenting
such Securities for payment on any date during such 15-day period; or
(vi) any combination of (i), (ii), (iii), (iv) or (v) above (the
Taxes described in clauses (i) through (vi), for which no Additional
Amounts are payable, are hereinafter referred to as "Excluded Taxes").
Notwithstanding the foregoing, the limitations on the Company's obligation
to pay Additional Amounts set forth in clauses (iii) and (iv) above shall not
apply if (a) the provision of information, documentation or other evidence
described in such clauses (iii) and (iv) would be materially more onerous, in
form, in procedure or in the substance of information disclosed, to a Holder or
beneficial owner of a Note (taking into account any relevant differences between
U.S. and Mexican law, rules, regulations or administrative practice) than
comparable information or other reporting requirements imposed under U.S. tax
law, regulations and administrative practice (such as IRS Forms W-8BEN and W-9)
or (b) Rule 3.23.8 issued by the Secretaria de Hacienda y Credito Publico
(Ministry of Finance and Public Credit), or a substantially similar successor of
such rule is in effect, unless the provision of the information, documentation
or other evidence described in clauses (iii) and (iv) is expressly required by
statute, regulation, rule, ruling or administrative practice in order to apply
Rule 3.23.8 (or a substantially similar successor of such rule), the Company
cannot obtain such information, documentation or other evidence on its own
through reasonable diligence and the Company otherwise would meet the
requirements for application of Rule 3.23.8 (or such other successor of such
rule). In addition, such clauses (iii) and (iv) shall not be construed to
require that a non-Mexican pension or retirement fund or a non-Mexican financial
institution or any other Holder register with the Ministry of Finance and Public
Credit for the purpose of establishing eligibility for an exemption from or
reduction of Mexican withholding tax or to require that a Holder or beneficial
owner certify or provide information concerning whether it is or is not a
tax-exempt pension or retirement fund.
At least 30 days prior to each date on which any payment under or with
respect to the Securities is due and payable, if the Company will be obligated
to pay Additional Amounts with respect to such payment (other than Additional
Amounts payable on the date of the Indenture or Supplemental Indenture relating
to such Securities), the Company will deliver to the relevant Trustee an
Officers' Certificate stating the fact that such Additional Amounts will be
payable and the amounts so payable and will set forth such other information
necessary to enable the relevant Trustee to pay such Additional Amounts to
Holders on the payment date. Whenever either in the Indenture or such
Supplemental Indenture there is mentioned, in any context, the payment of
principal (and premium, if any), Redemption Price, interest or any other amount
payable under or with respect to any Securities, such mention shall 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.
Optional Redemption. The Company may redeem any of the Notes (the
"Optional Redemption") in whole or in part, at any time or from time to time
prior to their maturity, upon not less than 30 nor more than 60 days prior
notice of the date for such redemption (the "Redemption Date") mailed by
first-class mail to each Holder's registered address, at a redemption price
equal to the greater of (1) 100% of the principal amount of such Notes redeemed
and (2) the sum of the present values of each remaining scheduled payment of
principal and interest thereon (exclusive of interest accrued to the Redemption
Date) discounted to the Redemption Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40
basis points (the
"Make-Whole Amount"), plus in each case accrued and unpaid interest on the
principal amount of the Notes to the Redemption Date.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity or interpolated
maturity (on a day count basis) of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption
date.
"Comparable Treasury Issue" means the United States Treasury security or
securities selected by an Independent Investment Banker as having an actual or
interpolated maturity comparable to the remaining term of the notes to be
redeemed that would be utilized, at the time of the selection and in accordance
with customary financial practice, in pricing new issues of corporate debt
securities of a comparable maturity to the remaining term of the notes.
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect to any redemption date (1)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotation or (2) if the Trustee obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means Credit Suisse First Boston LLC or its
affiliates with are primary United States government securities dealers and two
other leading primary United States government securities dealers in New York
City reasonably designated by the Company; provided, however, that if any of the
foregoing shall cease to be a primary United States government securities dealer
in New York City (a "Primary Treasury Dealer"), the Company will substitute
therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 3:30 pm New York
time on the third business day preceding such redemption date.
On an after the Redemption Date, interest will cease to accrue on the
Notes or any portion of the Notes called for redemption (unless the Company
defaults in the payment of the redemption price and accrued interest). On or
before the Redemption Date, the Company will deposit with the Trustee money
sufficient to pay the Make-Whole Amount and (unless the redemption date shall be
an interest payment date) accrued interest to the redemption date on the Notes
to be redeemed on such date. If less than all of the Notes
are to be redeemed, the notes to be redeemed shall be selected by the Trustee by
such method as the Trustee shall deem appropriate.
The election of the Company to redeem the Notes shall be evidenced by a
certificate (a "Make-Whole Redemption Certificate") of an officer of the
Company, which certificate shall be delivered to the Trustee. The Company shall,
not less than 45 days nor more than 60 days prior to the Redemption Date, notify
the Trustee in writing of such Redemption Date and of all other information
necessary to the giving by the Trustee of notices of the Optional Redemption.
The Trustee shall be entitled to rely conclusively upon the information so
furnished by the Company in the Make-Whole Redemption Certificate and shall be
under no duty to check the accuracy or completeness thereof. Such notice shall
be irrevocable and upon its delivery the Company shall be obligated to make the
payment or payments to the Trustee referred to therein at least two Business
Days prior to such Redemption Date.
Notice of the Optional Redemption shall be given by the Trustee to the
holders, in accordance with the provisions of Section 106 of the Original
Indenture, upon the mailing by first-class postage prepaid to each holder at the
address of such holder as it appears in the Register not less than 30 days nor
more than 60 days prior to the Redemption Date.
The notice of Optional Redemption shall state:
(i) the Redemption Date;
(ii) the Make-Whole Amount;
(iii) the sum of all other amounts due to the holders under the
Notes and this Indenture;
(iv) that on the Redemption Date the Make-Whole Amount will become
due and payable upon each such Notes so to be redeemed; and
(v) the place or places, including the offices of our Paying Agent
in Luxembourg, where such Securities so to be redeemed are to be
surrendered for payment of the Make-Whole Amount.
Notice of the Optional Redemption having been given as aforesaid, the
Notes so to be redeemed shall, on the Redemption Date, become due and payable at
the Make-Whole Amount therein specified. Upon surrender of any such Notes for
redemption in accordance with such notice, such Notes shall be paid by the
Paying Agent on behalf of the Company on the Redemption Date; provided that
moneys sufficient therefor have been deposited with the Trustee for the holders.
Notwithstanding anything to the contrary in this Indenture or in the
Notes, if a Make-Whole Redemption Certificate has been delivered to the Trustee
and the Company shall have paid to the Trustee for the benefit of the holders
(i) the Make-Whole Amount and (ii) all other amounts due to the holders and the
Trustee under the Notes and this Indenture, then neither the holders nor the
Trustee on their behalf shall any longer be
entitled to exercise any of the rights of the holders under the Notes other than
the rights of the holders to receive payment of such amounts from the Paying
Agent and the occurrence of an Event of Default whether before or after such
payment by the Company to the Trustee for the benefit of the holders shall not
entitle either the holders or the Trustee on their behalf after such payment to
declare the principal of any Notes then outstanding to be due and payable on any
date prior to the Redemption Date. The funds paid to the Trustee shall be used
to redeem the Securities on the Redemption Date.
Repurchase of Securities upon a Change of Control. The Company must
commence, within 30 days of the occurrence of a Change of Control, and
consummate an Offer to Purchase for all Securities then outstanding, at a
purchase price equal to 101% of the principal amount of the Securities on the
date of repurchase, plus accrued interest (if any) to the date of purchase. The
Company is not required to make an Offer to Purchase following a Change of
Control if a third party makes an Offer to Purchase that would be in compliance
with the provisions described in this Section if it were made by the Company and
such third party purchases (for the consideration referred to in the immediately
preceding sentence) the Securities validly tendered and not withdrawn. Prior to
the mailing of the notice to Holders and publishing such notice to holders in a
daily newspaper of general circulation in Luxembourg commencing such Offer to
Purchase, but in any event within 30 days following any Change of Control, the
Company, covenants to (i) repay in full all indebtedness of the Company that
would prohibit the repurchase of the Securities pursuant to such Offer to
Purchase or (ii) obtain any requisite consents under instruments governing any
such indebtedness of the Company to permit the repurchase of the Securities. The
Company shall first comply with the covenant in the preceding sentence before it
shall be required to repurchase Securities pursuant to this covenant.
Withholding Tax Redemption. The Securities are subject to redemption
("Withholding Tax Redemption") at any time (a "Withholding Tax Redemption
Date"), as a whole but not in part, at the election of the Company, at a
redemption price equal to 100% of the unpaid principal amount thereof plus
accrued and unpaid interest, if any, to and including the Withholding Tax
Redemption Date (the "Withholding Tax Redemption Price") if, as a result of (i)
any change in or amendment to the laws, rules or regulations of Mexico, or any
political subdivision or taxing authority or other instrumentality thereof or
therein, or (ii) any amendment to or change in the rulings or interpretations
relating to such laws, rules or regulations made by any legislative body, court
or governmental or regulatory agency or authority (including the enactment of
any legislation and the publication of any judicial decision or regulatory
determination) of Mexico, or any political subdivision or taxing authority or
other instrumentality thereof or therein, or (iii) any official interpretation,
application or pronouncement by any legislative body, court or governmental or
regulatory agency or authority that provides for a position with respect to such
laws, rules or regulations that differs from the theretofore generally accepted
position, which amendment or change is enacted, promulgated, issued or announced
or which interpretation, application or pronouncement is issued or announced, in
each case, after the Closing Date, the Company has become or would become
required to pay any Additional Amounts in excess of those attributable to
Taxes that are imposed, deducted or withheld at a rate of 10% on or from any
payments under the Securities.
The election of the Company to redeem the Securities shall be evidenced by
a certificate (a "Withholding Tax Redemption Certificate") of a financial
officer of the Company, which certificate shall be delivered to the Trustee. The
Company shall, not less than 30 days nor more than 45 days prior to the
Withholding Tax Redemption Date, notify the Trustee in writing of such
Withholding Tax Redemption Date and of all other information necessary to the
giving by the Trustee of notices of such Withholding Tax Redemption. The Trustee
shall be entitled to rely conclusively upon the information so furnished by the
Company in the Withholding Tax Redemption Certificate and shall be under no duty
to check the accuracy or completeness thereof. Such notice shall be irrevocable
and upon its delivery the Company shall be obligated to make the payment or
payments to the Trustee referred to therein at least two Business Days prior to
such Withholding Tax Redemption Date.
Notice of Withholding Tax Redemption shall be given by the Trustee to the
holders, in accordance with the provisions of Section 106 of the Original
Indenture, upon the mailing by first-class postage prepaid to each holder at the
address of such holder as it appears in the Register not less than 15 days nor
more than 30 days prior to the Withholding Tax Redemption Date.
The notice of Withholding Tax Redemption shall state:
(i) the Withholding Tax Redemption Date;
(ii) the Withholding Tax Redemption Price;
(iii) the sum of all other amounts due to the holders under the
Securities and this Indenture;
(iv) that on the Withholding Tax Redemption Date the Withholding Tax
Redemption Price will become due and payable upon each such Security so to
be redeemed; and
(v) the place or places, including the offices of our Paying Agent
in Luxembourg, where such Securities so to be redeemed are to be
surrendered for payment of the Withholding Tax Redemption Price.
Notice of Withholding Tax Redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Withholding Tax Redemption Date,
become due and payable at the Withholding Tax Redemption Price therein
specified. Upon surrender of any such Securities for redemption in accordance
with such notice, such Securities shall be paid by the Paying Agent on behalf of
the Company on the Withholding Tax Redemption Date; provided that moneys
sufficient therefor have been deposited with the Trustee for the holders.
Notwithstanding anything to the contrary in this Indenture or in the
Securities, if a Withholding Tax Redemption Certificate has been delivered to
the Trustee and the Company shall have paid to the Trustee for the benefit of
the holders (i) the Withholding Tax Redemption Price and (ii) all other amounts
due to the holders and the Trustee under the Securities and this Indenture, then
neither the holders nor the Trustee on their behalf shall any longer be entitled
to exercise any of the rights of the holders under the Securities other than the
rights of the holders to receive payment of such amounts from the Paying Agent
and the occurrence of an Event of Default whether before or after such payment
by the Company to the Trustee for the benefit of the holders shall not entitle
either the holders or the Trustee on their behalf after such payment to declare
the principal of any Securities then outstanding to be due and payable on any
date prior to the Withholding Tax Redemption Date. The funds paid to the Trustee
shall be used to redeem the Securities on the Withholding Tax Redemption Date.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY
PROVISIONS RELATING TO CONFLICTS OF LAWS OTHER THAN SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW.
