Exhibit 4.9
AMENDMENT AGREEMENT TO THE SIMPLE CREDIT AGREEMENT MADE AND ENTERED INTO BY AND
BETWEEN SCOTIABANK INVERLAT, SOCIEDAD ANONIMA, INSTITUCION DE BANCA MULTIPLE,
GRUPO FINANCIERO SCOTIABANK INVERLAT [SCOTIABANK INVERLAT CORPORATION, MULTIPLE
BANKING INSTITUTION, SCOTIABANK INVERLAT FINANCIAL GROUP], HEREINAFTER CALLED
THE "LENDER", REPRESENTED BY XXXXXX XXXXX XXXXXXX, ESQ. AND GRUPO RADIO CENTRO,
S.A. DE C.V. [S.A. DE C.V. = VARIABLE CAPITAL CORPORATION], HEREINAFTER CALLED
THE "BORROWER", REPRESENTED BY MESSRS. XXXX XXXXXX XXXXXXX XXXXX, XXXXXX DE
XXXXX XXXXXXX XXXXX, XXX XXXXX XXXXXXX XXXXX AND FRANCISCO DE XXXXX XXXXXXX
XXXXX, WITH THE APPEARANCE OF GRC PUBLICIDAD S.A. DE C.V., GRC MEDIOS S.A. DE
C.V., AND PROMO RED S.A. DE C.V. AS CO-DEBTORS; DESARROLLOS EMPRESARIALES, S.A.
DE C.V., AND ENLACES TRONCALES, S.A. DE C.V., REPRESENTED BY MESSRS. XXXX XXXXXX
XXXXXXX XXXXX, XXXXXX DE XXXXX XXXXXXX XXXXX, XXX XXXXX XXXXXXX XXXXX AND
FRANCISCO DE XXXXX XXXXXXX XXXXX, IN THEIR CAPACITY AS GUARANTORS AND
CO-DEBTORS, IN ACCORDANCE WITH THE BACKGROUND, STATEMENTS AND SUBSEQUENT
CLAUSES,
WITNESSETH WHEREAS,
BACKGROUND
1. On October 30, 2000, the parties signed a simple Credit Agreement for up to
an amount of USD 35,000,000.00 (Thirty-five million dollars in the legal
currency of the United States of America). Also appearing in this agreement were
the companies Desarrollos Empresariales, S.A. de C.V., and Radiodifusion Red,
S.A. de C.V., which provided guarantee for the loan based on the stocks of their
subsidiaries which they own, and which are listed in Exhibit "A" of this
instrument, as security for compliance of the obligations undertaken by the
Borrower towards the Lender. The Credit agreement was certified by Xxxxxx Xxxxxx
Xxxxxxx, Notary Public, holding commission number 4 of the Federal District; for
the purposes of this amendment agreement, it shall be identified as the "Credit
Agreement", including the amendments which have been made thereto up to the date
this document was signed.
2. On February 20, 2001, the parties signed an amendment agreement to modify the
Credit Agreement cited in the paragraph above, in which the Lender allowed the
Borrower to take on liabilities with third parties up to the amount of USD
3,500,000.00 (Three million five hundred thousand dollars in the legal currency
of the United States of America) in addition to the amount originally authorized
in the Credit Agreement.
3. On April 17, 2001 the parties signed an amendment agreement to modify the
Credit Agreement cited in paragraph one here, in which it was agreed that the
interest rate applicable would be equivalent to the LIBOR rate plus 3.00 (three)
percentage points. In addition, the parties agreed to reset the timetable for
the loan payments, each payment
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being for the amount of USD 3,900,000.00 (Three million nine hundred thousand
dollars in the legal currency of the United States of America) with the last of
the payments to be made on October 31, 2005 for the amount of USD 3,800,000.00
(Three million eight hundred thousand dollars in the legal currency of the
United States of America).
4. On July 13, 2001 the Borrower asked the Lender permission to take on
liabilities with third parties up to the amount of USD 2,500,000.00 (Two million
five hundred thousand dollars in the legal currency of the United States of
America) in addition to the amount originally authorized in the Credit Agreement
to fund the renewal of the Operating Agreement for a radio station of the Group.
5. On November 15, 2001 the Borrower notified the Lender that it had begun a
corporate restructuring process for the purpose of improving control of the
group, centralize the stockholdings, make administrative supervision more
efficient, and increase the equity of Grupo Radio Centro S.A. de C.V.
6. On December 10, 2000 the parties signed an Amendment Agreement to the Credit
Agreement which was certified by Xxxxxx Xxxxxx Xxxxxxx, Notary Public, holding
commission number 4 of the Federal District. In said amendment agreement, the
Borrower acknowledged the debt and agreed to pay the Lender the amount of USD
23,300,000.00 (Twenty-three million three hundred thousand dollars in the legal
currency of the United States of America) and the parties agreed to convert 100%
of the acknowledged amount into pesos, National Currency, and consequently the
Borrower agreed to pay the Lender the amount of MXP238,242,500.00 (Two hundred
thirty eight million two hundred forty two thousand five hundred pesos 00/100
National Currency).
7. In the Amendment Agreement cited in the paragraph directly above, the parties
also agreed to change the payment dates, the sums of corresponding repayments
and how to determine the manner in which interest would be applied to the
acknowledged Debt Amount converted to National Currency. The financial
indicators were changed and a number of affirmative and negative covenants were
added, along with justifications for early termination. As a consequence of the
corporate restructuring process of the Borrower, Desarrollos Empresariales, S.A.
de C.V., and Enlaces Troncales, S.A. de C.V. appeared for this Amendment
Agreement, posting security for the Lender based on the stocks of its
proprietary subsidiaries.
8. On July 27, 2003 the parties signed an Amendment Agreement to the Credit
Agreement which was certified by Xxxxxx Xxxxxx Xxxxxxx, Notary Public, holding
commission number 4 of the Federal District, by act number 44151 of the same
date. In said amendment agreement the Borrower acknowledged the debt and agreed
to pay the Lender the amount of MXP198,532,500.00 (One hundred and ninety-eight
million five hundred and thirty-two thousand five hundred pesos 00/100 National
Currency). In addition, the Borrower and the Loan Guarantors ratified and
extended the Security Guarantee posted for the Lender.
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9. In the Amendment Agreement described in paragraph directly above, the parties
agreed likewise to change the payment dates, the amounts of the corresponding
repayments and to modify some of the affirmative and negative covenants.
Likewise, Desarrollos Empresariales, S.A. de C.V., and Enlaces Troncales, S.A.
de C.V. acknowledged the debt and acknowledged they were co-debtors with the
Borrower to the Lender.
STATEMENTS:
I. The representative of the "Lender" states that the party he represents is a
subsidiary credit institution formed in accordance with the relevant laws and
which is authorized to sign this agreement.
II. The representatives of the "BORROWER" state that:
a) The party they represent is a trading company of Mexican nationality governed
by its articles of incorporation, by the General Law of Trading Companies and
other applicable legal provisions.
b) The party they represent owns the property comprising its business.
c) Notwithstanding, the arbitration proceeding initiated by Infored, S.A. de
C.V. against the Borrower, now taking place in the International Chamber of
Commerce, Mexico section; the ordinary civil actions initiated by Desarrollos
Empresariales, S.A. de C.V. and the other four legal entities against Messrs.
Xxxx Xxxxx and Xxxxx Xxxxxx, both with last name Xxxxxxxxxx Vivo, and the order
to pay by cross-litigation initiated by Infored, S.A. de C.V., all being
conducted right now in the Civil Courts of this City, do not adversely affect
the financial situation, operations, property or its own legal existence in
detriment to the legality, validity or enforceability of this agreement, and
they have no official knowledge of any legal proceeding which has been initiated
against the party they represent which affects adversely the financial
situation, operations, property or its own legal existence, in detriment to the
legality, validity or enforceability of this agreement.
d) The financial and accounting information which was submitted to the Lender
accurately and reliably reflects the economic situation of the party they
represent, and therefore they are not in violation of article 112 of the Law of
Credit Institutions, the text and legal scope of which has been explained, for
which reason its transcription here is considered unnecessary.
e) To comply with the provisions of a general nature cited in article 115 of the
Law of Credit Institutions issued by the Secretary of the Treasury and Public
Credit, and published in the Official Gazette of the Federation on the 10th of
March of the year 1997, and its amendments and under the terms of the Second
provision, the Lender has been shown copies of the represented party's documents
as cited below:
1. Federal Tax Registration and Tax Identification.
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2. Certified copy of represented party's duly registered Certificate
and modifications thereof if applicable as well as the power of
attorney granting the authority to represent the party.
3. Documents proving legal address (property tax receipt, utility xxxx,
telephone xxxx etc.).
4. Copy of the official identification of their legal representatives,
if applicable.
f) He is willingly appearing to sign this agreement to amend the Credit
Agreement cited in paragraph one of the background section.
g) In relation to the credit cited in the first paragraph of the background
section, on the date this instrument was signed, the party he represents
acknowledges the debt and agrees to pay to the Lender the outstanding
balance which amounts to MXP 176,473,333.00 (One hundred and seventy-six
million, four hundred and seventy-three thousand, three hundred and thirty
three pesos 00/100 National Currency).
h) The party he represents has requested that the Lender change the dates of
repayment of capital, the amounts of these payments and the interest rate.
III. The representatives of the guarantors and co-debtors state the following:
a) That the party they represent are trading companies of Mexican nationality
governed by their articles of incorporation and by the General Law of
Trading Companies and other applicable legal provisions;
b) They are full and legitimate owners of the stocks posted for security and
the stocks have been subscribed and are wholly paid-up.
c) Notwithstanding the arbitration proceeding initiated by Infored, S.A. de
C.V. against Grupo Radio Centro, S.A. de C.V., now taking place in the
International Chamber of Commerce, Mexico section; the ordinary civil
actions initiated by Desarrollos Empresariales, S.A. de C.V. and the other
four legal entities against Messrs. Xxxx Xxxxx and Xxxxx Xxxxxx, both with
last name Xxxxxxxxxx Vivo, and the order to pay by cross-litigation
initiated by Infored, S.A. de C.V., all being conducted right now in the
Civil Courts of this City, do not adversely affect the financial
situation, operations, property or its own legal existence in detriment to
the legality, validity or enforceability of this agreement, and they have
no official knowledge of any legal proceeding that has been initiated
against the party they represent which affects adversely the financial
situation, operations, property or its own legal existence, in detriment
to the legality, validity or enforceability of this agreement.
d) The financial and accounting information which was submitted to the Lender
accurately and reliably reflects the economic situation of the parties
they represent, and therefore they are not in violation of article one
hundred and twelve of the Law of Credit Institutions, the text and legal
scope of which has been explained, for which reason its transcription here
is considered unnecessary.
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e) To comply with the provisions of a general nature cited in article one
hundred and fifteen of the Law of Credit Institutions issued by the
Secretary of the Treasury and Public Credit, and published in the Official
Gazette of the Federation on the tenth of March of the year nineteen
hundred and ninety seven, and its amendments and with regard to the Second
provision, the Lender has been shown copies of the represented parties'
documents as cited below:
1. Federal Tax Registration and Tax Identification.
2. Certified copy of represented party's duly registered Certificate
and modifications thereof if applicable as well as the power of
attorney granting him the authority to represent the party.
3. Documents proving legal address (property tax receipt, utility xxxx,
telephone xxxx etc.).
4. Copy of the official identification of their legal representatives,
if applicable.
f) Within the company object the represented parties have the power to post
guarantees and assume any form of obligation for third parties.
g) He is willingly appearing to formalize this agreement to amend the Credit
Agreement cited in paragraph one of the background section.
IV. The Parties state via their legal representatives that they recognize the
legal status and powers demonstrated for the purposes of this amendment
agreement, as described in the attached document, which is considered an
integral part of this amendment agreement.
Now therefore the parties do hereby agree as follows:
CLAUSES:
FIRST. Acknowledgment. The Borrower acknowledges the debt and agrees to pay to
the Lender the amount of MXP176,473,333.00 (one hundred and seventy-six million
four hundred and seventy-three thousand, three hundred and thirty-three pesos
00/100 National Currency).
This amount includes none of the interest, fees and expenses which the Borrower
owes.
SECOND. Extension of credit. The Lender shall give the Borrower an extension of
the Simple Credit granted in the Credit Agreement up to the additional amount of
MXP50,000,000.00 (fifty million pesos 00/100 National Currency) (hereinafter
referred to as the "Additional Credit"). This amount includes none of the
interest, fees and expenses which the Borrower owes.
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This amount added to the amount described in the first clause of this Amendment
Agreement comes to a total of MXP226,473,333.00 (two hundred and twenty-six
million four hundred and seventy-three thousand three hundred and thirty-three
pesos 00/100 National Currency) (hereinafter the "Debt Amount") this amount
being the total amount of the credit not including interest, fees and expenses
which the Borrower must pay.
THIRD. Use. The Borrower agrees to use the amount of MXP 50,000,000.00 (fifty
million pesos 00/100 National Currency) to pay the short-term debt it owes BBVA
Bancomer S.A., Multiple Banking Institution, Grupo Financiero BBVA Bancomer.
FOURTH. Draw. The Borrower shall be able to draw the additional credit in a
single installment on the day this amendment agreement is signed without
exceeding the amount of additional credit.
The Borrower shall be able to draw the credit if and only if there are resources
available in the Lender's Treasury and this agreement, if applicable, shall be
certified by the public official designated for this purpose by the Lender.
FIFTH. Timetable of repayments. The Borrower agrees to pay the sum of the Debt
Amount within a period of four (4) years counted from the date this instrument
is signed in accordance with the following payment timetable:
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PAYMENT DATES SUM
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April 30, 2004 28,309,166.63
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October 31, 2004 28,309,166.63
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April 30, 2005 28,309,166.63
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October 31, 2005 28,309,166.63
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April 30, 2006 28,309,166.63
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October 31, 2006 28,309,166.63
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April 30, 2007 28,309,166.63
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October 31, 2007 28,309,166.59
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TOTAL MXP 226,473,333.00
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For the purposes of this amendment agreement, the payments which the Borrower
makes to the Lender shall be applied to the payment of his debts in the
following order:
i) Legal expenses or collection, securities or other write-down items, if any
ii) Value-added tax on Contractual Penalty, if incurred
iii) Contractual Penalty, if incurred
iv) Value-added tax on penalty interest, if incurred
v) Penalty interest, if incurred
vi) Value-added tax on ordinary interest
vii) Ordinary Interest
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viii) Past due capital if applicable
ix) Present capital
The Borrower shall make the payments due the Lender on the working day
immediately following each of the payment days, if any of these latter were not
working days.
SIXTH. Interest. The Borrower shall pay the Lender ordinary interest as accrued
quarterly. For this purpose the parties agree that the interest rate applicable
to the Debt Amount shall be determined by taking the financial indicator of the
total liability over EBITDA (Earnings Before Interest, Taxes, Depreciation and
Amortization) (hereinafter "total liability"/EBITDA) which is reported in the
financial information delivered quarterly by the Borrower to the Lender in
accordance with the table given below (hereinafter the "Fixed Interest Rate").
As a consequence thereof the parties agree the following:
For the Debt Amount the Borrower shall pay interest on the unpaid balance in
accordance with the following table:
--------------------------------------------------------------------------------
Total liability/EBITDA Fixed
Interest
Rate
--------------------------------------------------------------------------------
Greater than or equal to 5.20 11.55%
--------------------------------------------------------------------------------
Greater than 4.50 but less than 5.20 11.30%
--------------------------------------------------------------------------------
Greater than 3.50 but less than or equal to 4.50 11.05%
--------------------------------------------------------------------------------
Greater than 3.00 but less than or equal to 3.50 10.80%
--------------------------------------------------------------------------------
Less than or equal to 3.00 10.30%
--------------------------------------------------------------------------------
The applicable interest in accordance with the aforementioned shall be
determined by the Lender on the basis of the financial information supplied by
the Borrower quarterly, and shall as a consequence be applicable for the next
quarterly period counted from the date the financial information was supplied.
The Borrower expressly agrees that while this amendment agreement is in force,
the Fixed Interest Rate with respect to all or part of the Debt Amount,
whichever applies, shall cease to be applied under the following assumptions and
terms:
A) If the parties so agree, it being necessary in this case to sign the
corresponding amendment agreement which will be part of the Credit Agreement,
without requiring renewal of this instrument or of the Credit Agreement, and the
Variable Interest Rate shall then be applied (as defined later).
B) If the payments which the Borrower makes are not sufficient to pay off the
amounts corresponding to accrued interest and repayments of capital which were
agreed upon.
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The Borrower shall then have a period of three (3) working days to rectify this
noncompliance.
If the noncompliance is not rectified with a period of three (3) working days as
cited above, the interest rate applicable from this moment on with respect to
the Debt Amount shall be the Variable Interest Rate (as defined later), and if
the noncompliance continues and until it is rectified, the Variable Penalty
Interest Rate (as defined later) shall be applied and the Fixed Interest Rate
shall cease to be applied from this moment on without detriment to the Lender's
right to prematurely terminate the Credit Agreement and this amendment
agreement.
If the Borrower is late on the agreed-upon repayments, or any other obligation
for which he is responsible, the Lender may apply a Fixed Penalty Interest Rate
equal to the sum which results from multiplying the Fixed Interest Rate by two,
during the period of three (3) working days cited above, until noncompliance is
rectified (hereinafter the Fixed Penalty Interest Rate). The Fixed Penalty
Interest Rate shall be calculated a) on any past due balance not paid in a
timely manner by the Borrower and b) on the amount of other economic obligations
for which the Borrower is responsible which are not capital or interest if these
were not paid per the terms of this amendment agreement.
C) If the Borrower makes advance payments on the Debt Amount, this shall be done
under the terms of the Seventh Clause of this amendment agreement. Once the
Lender receives payment of the Contractual Penalty (as defined later), with
respect to the amount of the advance payment, the Fixed Interest Rate shall
continue to be applied to the unpaid balance of the Debt Amount, if it exists.
D) If the Borrower by his actions provides justification for premature
termination as established in the Credit Agreement or issuing from this
amendment agreement, and the Lender demands payment of the unpaid balance of the
loan (including the Debt Amount) in accordance with the provisions of the
Sixteenth Clause of the Credit Agreement, the Variable Penalty Interest Rate
will be applied until the unpaid balance of the loan (including the Debt Amount)
is settled.
If any of the scenarios indicated in sections A), B), C) or D) above takes
place, the Borrower must pay the Lender a Contractual Penalty. The term
"Contractual Penalty" means the amount equal to the Replacement Cost (as defined
later) for the Lender corresponding to a swap or operation of exchange of flows
of fixed-variable interest rates (hereinafter, "Swap") under the terms
established hereafter. This amount shall be determined by the Lender in good
faith and in accordance with the market practices in force, the working day
after the "Termination Date". The term "Termination Date" means the date on
which any of the scenarios cited in sections A), B), C) or D) above occurs.
For the purposes of determining the Swap operation, this would be equal to a
hypothetical exchange in Mexican pesos for a theoretical amount equal to the
Debt Amount to be paid or prepaid, with the interest payment dates in the Swap
being the same
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ones established in the Sixth Clause of this amendment agreement for the Debt
Amount. Assuming in addition that repayment dates and amounts applicable for the
Swap are equal to the interest and repayment dates established in the Fifth
Clause of this agreement pending to begin as of the Termination Date. However,
in the event that any partial prepayment of the Debt Amount is made, the
repayment amounts applicable to the Swap will be the ones remaining after this
advance payment has been made per the stipulations of the Seventh Clause of this
amendment agreement. Under this Swap, the Lender will collect interest
calculated at a Fixed Annual Interest Rate equal to 8.30% and payable interest
will be calculated at an annual Variable Interest Rate equal to T.I.I.E. [Tasa
de Interes Interbancaria de Equilibrio, or Mexican Interbank Equilibrium
Interest Rate] (as defined later). The Swap period will be the period which
begins on and including the Termination Date and ends on and includes the
Termination Date of the Agreement.
For the purposes of calculating the Contractual Penalty, in the event that the
T.I.I.E. rate no longer exists, the rate set by the Bank of Mexico to replace it
shall be applied or, if there is no replacement, the parties shall agree on the
new applicable interest rate; with the understanding that if an agreement is not
reached with respect to the replacement rate, the CETES [Certificados de la
Tesoreria de la Federacion, or Mexican Treasury Xxxx] rate or the CPP [Costo de
Captacion a Plazo de Pasivos, or Cost of Taking Term Deposits] rate cited in the
"Definitions" section included later in this amendment agreement shall be
applied.
In all the scenarios cited above, the Lender shall give written notification to
the Borrower as to the amount of the Contractual Penalty. The payment of the
Contractual Penalty shall be made on the working day following the date that
notification of the amount of the Contractual Penalty has been received by the
Borrower.
If, from the moment application of the Variable Interest Rate begins to be
applied, the Borrower falls behind on payment of the agreed-upon repayments, or
on payment of any other obligation for which he is responsible in relation to
the Debt Amount, this amendment agreement and/or the Credit Agreement, the
Lender shall apply the Variable Penalty Interest Rate.
The parties agree that all the interest rates agreed upon shall be applied on
the basis of 360 days per year and for the days which have actually elapsed in
the period for which interest is calculated.
Definitions:
For the purposes of the definition of Contractual Penalty, the term "Replacement
Value" means the amount which the Lender determines, in good faith, based on
market quotations of institutions actively participating in the relevant market,
to be the cost or profit which the Lender would pay or receive respectively to
replace the economic effect of the outstanding payments which he would receive
from the Borrower if the Debt Amount or part thereof were not to be paid or were
paid in advance.
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"Variable Interest Rate" means the quarterly interest rate applicable to the
Debt Amount which is determined (i) at the beginning of the period for which
interest is computed and updated quarterly and (ii) using the financial
indicator of total liabilities/EBITDA which is reported in the financial
information supplied quarterly by the Borrower to the Lender in accordance with
the following table:
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Total liability/EBITDA Variable Interest Rate
--------------------------------------------------------------------------------------------------
Greater than or equal to 5.20 T.I.E.E plus 3.25 percentage points
--------------------------------------------------------------------------------------------------
Greater than 4.50 but less than 5.20 T.I.E.E plus 3.00 percentage points
--------------------------------------------------------------------------------------------------
Greater than 3.50 but less than or equal to 4.50 T.I.E.E plus 2.75 percentage points
--------------------------------------------------------------------------------------------------
Greater than 3.00 but less than or equal to 3.50 T.I.E.E plus 2.50 percentage points
--------------------------------------------------------------------------------------------------
Less than or equal to 3.00 T.I.E.E plus 2.00 percentage points
--------------------------------------------------------------------------------------------------
The applicable interest in accordance with the aforementioned shall be
determined by the Lender on the basis of the financial information supplied by
the Borrower quarterly and as a consequence shall be applicable for the next
quarterly period counted from the date the financial information was supplied.
"T.I.I.E." means the 28-day Mexican Interbank Equilibrium Interest Rate which is
published every day by the Bank of Mexico in the Official Gazette of the
Federation on the first day of each period for which the interest rate is
determined and for the purposes of its calculation the 28-day T.I.I.E. shall be
equivalent to periods of thirty (30) days. If this rate is not published, then
the reference rate shall be the one published on the date immediately before
that and so on in succession and till the twenty-second day of this interest
calculation period.
The parties agree that the applicable Variable Penalty Interest Rate if required
shall be the result of multiplying the Variable Interest Rate by two (2). The
Variable Penalty Interest Rate shall be calculated a) on any past due balance
not paid in a timely manner by the Borrower and b) on the amount of other
economic obligations for which the Borrower is responsible which are not capital
or interest if these were not paid per the terms of this amendment agreement.
The parties agree that only for the purposes of the Variable Interest Rate and
the Variable Penalty Interest Rate and not for the purpose of calculating the
Contractual Penalty, if the T.I.I.E. rate is no longer in existence at the time
interest is calculated in accordance with the table which shows the relationship
total liability/EBITDA and Variable Interest Rate (the "Variable Interest
Table"), or its value is not known, then the replacement reference rate will be
the Mexican Treasury Xxxx rate (CETES); the percentage points which correspond
thereto shall be added to this reference rate in accordance with the Variable
Interest Table, thus determining the replacement interest rate.
In the event that the T.I.I.E. and CETES rates no longer exist, or if their
value is not known at the time interest is being calculated, then the
replacement reference rate shall be the Cost of Taking Term Deposits (C.C.P.);
added to this reference rate shall be the
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percentage points which correspond thereto in accordance with the Variable
Interest Table, and that is how the replacement interest rate shall be
determined.
CETES means the 28-day Mexican Treasury Xxxx rate published by the Bank of
Mexico through the Official Gazette of the Federation on the most recent date
before the initial date of each period for which the interest rate is
determined.
The Cost of Taking Term Deposits (C.C.P.) means the cost of taking term deposits
in national currency with a term of 30 days which the Bank of Mexico decides is
representative of the entire group of Multiple Banking Institutions and which it
publishes in the Official Gazette of the Federation on the first day of each
period for which the rate is determined.
SEVENTH. Advance payment. The parties agree to amend the 14th clause of the
Credit Agreement to read as follows:
"If the Borrower is current on his payment obligations he can make total
or partial advance payments on the unpaid balance as long as these
payments are made on the dates for which interest falls due. The Borrower
agrees to give written notification to the Lender 30 days beforehand as to
the amount of the advance payment he is going to make.
These advance payments shall be applied to the unpaid balance, by reducing
the repayments yet to be made in a manner proportional (this being
understood as retaining the original proportion between the amount of each
repayment with respect to the Debt Amount) to the amounts of the
repayments established in the Fifth Clause of this amendment agreement,
thereby modifying the amount of each repayment beginning on the date of
the advance payment concerned.
Without detriment to the aforementioned, the Borrower shall pay the Lender
the Contractual Penalty vis-a-vis the amount which corresponds to the
advance payment and additional costs which may be incurred as the result
of having to change the Fixed Interest Rate, or by any other cause set
forth in the Sixth Clause of this amendment agreement."
EIGHTH. Termination. The parties agree to modify the ninth clause of the Credit
Agreement relating to the termination, to indicate as a new termination date for
the Credit Agreement and this amendment agreement the 31st (thirty first) day of
October 2007 (two thousand and seven) (the "Termination Date of the Agreement").
NINTH. Promissory note. In order to document the sum of the Debt Amount, the
Borrower shall obtain and prepare in the name of the Lender a new promissory
note to replace those signed previously to document the amount of the Credit and
the Amendment Agreements and Debt Recognition cited in the background section of
this instrument, as well as the extension of credit contained in this amendment
agreement. The due date of the new promissory note cannot be after the
termination date of this
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instrument and shall include the requirements, terms and conditions cited in the
General Act on Negotiable Instruments.
TENTH. Affirmative and negative covenants. The parties agree to amend the
Fifteenth Clause of the Credit Agreement in background section one and to amend
subsection e) and add a section j) of Roman numeral one to read as follows:
I - Affirmative covenants
e) To be complied with during the period the Credit Agreement and amendment
agreements are in force, with the following financial indicators, which will be
calculated based on the consolidated financial information of the Borrower:
- maximum total liabilities/stockholders' equity of 0.65 (zero point sixty-five)
- maximum total liabilities/EBITDA (Earnings Before Interest, Taxes,
Depreciation, and Amortization) in accordance with the following:
For the September and December 2003 quarters, a maximum of 4.00 (four point zero
zero).
Beginning in 2004, a maximum of 3.00 (three point zero zero).
This financial indicator shall be calculated taking the last 12 months as a
reference.
- A minimum tangible capital of MXP75,000,000.00 (seventy-five million pesos
00/100 National Currency) for 2002. For subsequent years the minimum tangible
capital shall be the minimum tangible capital of the prior fiscal period plus
30% (thirty percent) of the earnings of the financial period underway. Tangible
capital shall mean stockholders' equity minus deferred taxes, guarantee
deposits, advance payments, investment in subsidiaries, accounts receivable from
affiliates and subsidiaries, and deferred charges and intangible assets.
- A minimum debt coverage of 1.50 (one point fifty). Debt Coverage shall mean
Earnings before Interest, Taxes, Depreciation and Amortization over the sum of
the circulating part of the long-term bank debt plus financial expenses.
j) The Borrower agrees that the subsidiary companies of the Borrower become
jointly responsible with respect to the Credit Agreement and amendment
agreements when these companies represent an EBITDA (Earnings Before Interest,
Taxes, Depreciation, and Amortization) equivalent at least to 90% (ninety
percent) in the Borrower's consolidated accounting.
k) The Borrower agrees to give the Lender, within a period not to exceed sixty
days after the closure of each one of the months of March, June, September and
December, and while this loan is in force, a letter signed by the Borrower's
Finance in which he certifies that the companies which guarantee this loan and
represent an EBITDA (Earnings Before Interest, Taxes, Depreciation, and
Amortization) equivalent at least to ninety percent
12
(90%) in the Borrower's consolidated accounting. In this certification, the
EBITDAs of the cited companies must be broken down in a clear and concise
manner.
l) The co-debtors agree to supply the Lender with the audited financial
statements within one hundred and twenty days after closure of the fiscal period
corresponding thereto and internal statements every quarter within sixty days
after closure of the quarter.
ELEVENTH. The Borrower and the Loan Guarantors shall endorse and extend the
Security Guarantee which is made out to the Lender in a particular, express and
distinct fashion under the terms of the Amendment Agreements cited in the
background section of this agreement, and consequently shall guarantee all the
obligations of this Borrower for which he has contracted with the Lender, until
the Debt Amount has been settled in its entirety.
TWELFTH. Commission. The Borrower agrees to pay the Lender, on the date this
Amendment Agreement is signed, a commission for amending the Credit Agreement
indicated in the background section one of this instrument, to be equivalent to
1.00% (one point zero zero percent) of the amount of the Additional Credit.
THIRTEENTH. Non-renewal. Signature of this Amendment Agreement shall not entail
renewal of the Credit Agreement and its Amendment Agreements as cited in the
background section of this instrument and therefore unless there is an express
amendment to this end, the other terms, conditions and obligations shall retain
all their legal force and tenor.
FOURTEENTH. Account statements. Per the terms of article sixty eight of the Law
of Credit Institutions, this amendment agreement together with the account
statement certified by the Accountant empowered to do so by the Lender, shall be
considered an executive instrument without the need for authentication by
signature or any other requirement.
FIFTEENTH. Additional Costs. If during the period this amendment agreement is in
force, the competent authorities issue legal provisions of a general nature
applicable to this type of amendment agreement entailing an increase in the
costs of the loan, the Lender shall give written notification thereof to the
Borrower so that within a period of thirty days counting from the date of the
notification, the parties can negotiate the corresponding payment to cover the
costs which result from application of these provisions or requirements during
the time they are in force per the terms of paragraph four of number M.21.2 of
Circular 2019/95 of the Bank of Mexico, the text of which is given here: "With
regard to credits whose cost for the lending institution comprises in part
commissions which a third party charges this institution and are not
acknowledged by the latter at the time the credit instrument is given, or on the
other hand modified by that third party himself afterwards, the institutions can
agree with their Borrower that the latter will pay the amount of these
commissions.
13
SIXTEENTH. Fee for noncompliance. The Borrower shall report in a timely manner
to the Lender any possible noncompliance when the Borrower himself knows
beforehand that he will not be able to comply in a timely manner with his
affirmative and negative covenants, for which reason he must ask for an
extension so that he may comply with them. In this event he must indicate the
causes of these failures to comply, the actions and time he will take to rectify
them, with the understanding that the Lender reserves the right to grant the
Borrower the aforementioned extension.
If the Lender becomes aware of some noncompliance with the affirmative and
negative covenants, he shall give notice thereof to the Borrower for the
purposes of obtaining information on the causes of these instances of
noncompliance, and the actions and time the latter is going to take to rectify
them.
In both scenarios, if there is noncompliance with any of his affirmative or
negative covenants set forth in the Credit Agreement and its amendment
agreements, the Borrower shall authorize the Lender to charge a fee of USD
$18,000.00 (eighteen thousand dollars in legal currency of the United States of
America 00/100).
Without detriment to the above, the Lender reserves the right to terminate this
agreement prematurely in the case of noncompliance.
SEVENTEENTH. Consent. DESARROLLOS EMPRESARIALES, S.A. DE C.V., ENLACES
TRONCALES, S.A. DE C.V., GRC PUBLICIDAD, S.A. DE C.V., GRC MEDIOS, S.A. DE C.V.
AND PROMO RED, S.A. DE C.V. give their express consent with acknowledgement of
indebtedness by this instrument, agreeing to be jointly responsible with the
Borrower to the Lender under the terms of articles nineteen hundred eighty seven
and nineteen hundred eighty eight of the Civil Code in force for the Federal
District.
EIGHTEENTH. Fees, charges and expenses. The fees, charges and other reasonable
expenses incurred by virtue of signing this instrument, having a Notary Public
certify this amendment agreement, registering it in the corresponding Public
Registry of Property and Trade, and ensuring that the document is officially
stamped, shall be paid by the Borrower, who agrees to pay them at the time this
instrument is signed.
NINETEENTH. Jurisdiction. For all matters relating to the interpretation of,
compliance with and execution of this amendment agreement, the parties agree to
submit to the jurisdiction of the Courts of the Federal District, expressly
waiving the right to any jurisdiction to which they could have recourse by
reason of any legal address which they have now or may have in future.
Signed in three copies in Mexico City, Federal District on the third day of
December two thousand and three.
14
The Lender
----------
SCOTIABANK INVERLAT, S.A.
MULTIPLE BANKING INSTITUTION
SCOTIABANK INVERLAT FINANCIAL GROUP
/s/ Xxxxxx Xxxxx Xxxxxxx
------------------------
Xx. Xxxxxx Xxxxx Margain
The Borrower
------------
Grupo Radio Centro, S.A. de C.V.
/s/ Xxxx Xxxxxx Xxxxxxx Xxxxx /s/ Xxx Xxxxx Xxxxxxx Xxxxx
----------------------------- ---------------------------
Xx. Xxxx Xxxxxx Xxxxxxx Xxxxx Ms. Xxx Xxxxx Xxxxxxx Xxxxx
/s/ Xxxxxx de Xxxxx Xxxxxxx Xxxxx /s/ Francisco de Xxxxx Xxxxxxx Xxxxx
--------------------------------- ------------------------------------
Mr. Carlos de Xxxxx Xxxxxxx Xxxxx Mr. Francisco de Xxxxx Xxxxxxx Xxxxx
"The Guarantors" and "Co-Debtors"
---------------------------------
DESARROLLOS EMPRESARIALES, S.A. DE C.V.
ENLACES TRONCALES, S.A. DE C.V.
GRC PUBLICIDAD, S.A. DE C.V.
GRC MEDIOS, S.A. DE C.V. AND
PROMO RED, S.A. DE C.V.
/s/ Xxxx Xxxxxx Xxxxxxx Xxxxx /s/ Xxx Xxxxx Xxxxxxx Xxxxx
----------------------------- ---------------------------
Xx. Xxxx Xxxxxx Xxxxxxx Xxxxx Ms. Xxx Xxxxx Xxxxxxx Xxxxx
/s/ Xxxxxx de Xxxxx Xxxxxxx Xxxxx /s/ Francisco de Xxxxx Xxxxxxx
--------------------------------- ------------------------------
Mr. Carlos de Xxxxx Xxxxxxx Xxxxx Mr. Francisco de Xxxxx Xxxxxxx
WITNESSES
/s/ Xxxxxxx Xxxxxxxx Xxxxxxxx /s/ Xxxxxx xx Xxxx Xxxxxxxx
--- ------------------------- --- -----------------------
Xx. Xxxxxxx Xxxxxxxx Nogueron Xx. Xxxxxx xx Xxxx Xxxxxxxx
15
ACT NO. 45432--------------------------. In Mexico City, Federal District, on
the fourth day of the month of December of the year two thousand and three, I,
Xxxxx Xxxxxx Xxxxxx Xxxxxxx, Notary Public no. four of the Federal District,
bear witness that:
FIRST. Appearing before me are Messrs. Xx. Xxxxxx Xxxxx Margain, Esq.,
representing SCOTIABANK INVERLAT CORPORATION, A MULTIPLE BANKING INSTITUTION,
SCOTIABANK INVERLAT FINANCIAL GROUP, in its capacity as Lender; Messrs. Xxxx
Xxxxxx Xxxxxxx Xxxxx, Xxxxxx de Xxxxx Xxxxxxx Xxxxx, Xxx Xxxxx Xxxxxxx Xxxxx and
Francisco de Xxxxx Xxxxxxx Xxxxx of the GRUPO RADIO CENTRO, VARIABLE CAPITAL
CORPORATION, in its capacity as Borrower; as well as Messrs. Xxxx Xxxxxx Xxxxxxx
Xxxxx, Xxxxxx de Xxxxx Xxxxxxx Xxxxx, Xxx Xxxxx Xxxxxxx Xxxxx and Francisco de
Xxxxx Xxxxxxx Xxxxx representing the companies DESARROLLOS EMPRESARIALES, S.A.
DE C.V., ENLACES TRONCALES, S.A. DE C.V., GRC PUBLICIDAD, S.A. DE C.V., GRC
MEDIOS, S.A. DE C.V. AND PROMO RED, VARIABLE CAPITAL CORPORATION for the purpose
of ratifying in each and every one of its parts the contents of the amendment
agreement foregoing to this instrument.
SECOND. The parties state before me, the Notary Public, that the text of the
amendment agreement is the actual expression of their will and that the
signatures appearing at the bottom are their authentic signatures written in
their own hand and are the same they use on all acts and documents and state
under oath that they are telling the whole truth and nothing but the truth and
there has been nor do they expect to be any restraint action that would limit
their abilities to do so, a statement which they make under oath, evidence
thereof being given with their signature of this act with me and in my presence.
THIRD. The legal representative of SCOTIABANK INVERLAT CORPORATION, MULTIPLE
BANKING INSTITUTION, SCOTIABANK INVERLAT FINANCIAL GROUP, provided me with no
identification, as I know him personally to be legally empowered to act herein.
FOURTH. The other parties appearing have provided proof of their identification,
photocopies of which are attached to the copy of this instrument which will be
placed on public record under my responsibility, and in my judgment they are
also legally empowered to act herein.
FIFTH. That I myself duly authenticated the legal status and general
information, which are reproduced and attached hereto.
SIXTH. That those acting as representatives state under oath that the legal
powers conferred upon them have not been revoked, modified or limited in any way
as of this date. IN WITNESS WHEREOF. In Mexico City, Federal District on the
..........th day of the month of ........... of the year two thousand and three.
16
The Lender
----------
SCOTIABANK INVERLAT, S.A.
MULTIPLE BANKING INSTITUTION
SCOTIABANK INVERLAT FINANCIAL GROUP
/s/ Xxxxxx Xxxxx Xxxxxxx
------------------------
Xx. Xxxxxx Xxxxx Margain
The Borrower
------------
Grupo Radio Centro, S.A. de C.V.
/s/ Xxxx Xxxxxx Xxxxxxx Xxxxx /s/ Xxx Xxxxx Xxxxxxx Xxxxx
----------------------------- ---------------------------
Xx. Xxxx Xxxxxx Xxxxxxx Xxxxx Ms. Xxx Xxxxx Xxxxxxx Xxxxx
/s/ Xxxxxx de Xxxxx Xxxxxxx Xxxxx /s/ Francisco de Xxxxx Xxxxxxx Xxxxx
--------------------------------- ------------------------------------
Mr. Carlos de Xxxxx Xxxxxxx Xxxxx Mr. Francisco de Xxxxx Xxxxxxx Xxxxx
17
"THE GUARANTORS AND CO-DEBTORS"
DESARROLLOS EMPRESARIALES, S.A. DE C.V.
ENLACES TRONCALES, S.A. DE C.V.
GRC PUBLICIDAD, S.A. DE C.V.
GRC MEDIOS, S.A. DE C.V. AND
PROMO RED, S.A. DE C.V.
/s/ Xxxx Xxxxxx Xxxxxxx Xxxxx /s/ Xxx Xxxxx Xxxxxxx Xxxxx
----------------------------- ---------------------------
Xx. Xxxx Xxxxxx Xxxxxxx Xxxxx Ms. Xxx Xxxxx Xxxxxxx Xxxxx
/s/ Xxxxxx de Xxxxx Xxxxxxx Xxxxx /s/ Francisco de Xxxxx Xxxxxxx Xxxxx
--------------------------------- ------------------------------------
Mr. Carlos de Xxxxx Xxxxxxx Xxxxx Mr. Francisco de Xxxxx Xxxxxxx Xxxxx
WITNESSES
/s/ Xxxxxxx Xxxxxxxx Xxxxxxxx /s/ Xxxxxx xx Xxxx Xxxxxxxx
----------------------------- ---------------------------
Xx. Xxxxxxx Xxxxxxxx Nogueron Xx. Xxxxxx xx Xxxx Xxxxxxxx
18
APPENDIX
LEGAL STATUS AND GENERAL INFORMATION
SCOTIABANK INVERLAT CORPORATION, MULTIPLE BANKING INSTITUTION, SCOTIABANK
INVERLAT FINANCIAL GROUP, is an institution formed under Mexican law, as set
down in record no. three hundred and ten dated January thirtieth of the year
nineteen hundred and thirty four, certified by Notary Public number seven of the
City of Chihuahua, Chihuahua, Xxxx Xxxx Xxxxxxxx; the first copy of this deed
was registered on the twenty-fourth of May of the year nineteen hundred and
thirty four under number forty two, in folios two hundred eighty two and
subsequent of book seventeen of the Trade Section of the Public Property
Register of the District of Morelos Chihuahua, with the name of Banco Comercial
Mexicano [Mexican Commercial Bank].
The company has changed a number of times, as shown in deed number three
thousand two hundred and fifty four, dated December second of the year nineteen
hundred and ninety four, certified by Xxx Xxxxxxxx Xxxxxxx Tolantino, Notary
number one hundred and ninety five of the Federal District, the first
authenticated copy of which was recorded in the Public Commerce Trade of
Chihuahua, State of Chihuahua under number two thousand two hundred and
twenty-one, folios ninety-one, book number six hundred and sixty-six, on June
first of the year nineteen hundred and ninety-five and in the Public Commerce
Trade Register of the Federal District in mercantile folio number one hundred
and ninety eight thousand eight hundred and sixty seven, on June seventh of the
year nineteen hundred and ninety five, where the minutes of the Extraordinary
General Assembly of Stockholders were put on public record and in which among
other things resolutions were passed to change the name to Banco Inverlat,
Sociedad Anonima, Institucion de Banca Multiple, Grupo Financiero Inverlat and
to change their legal address from the City of Chihuahua in the state of the
same name to Mexico City, Federal District, amending to this end articles one
and five of their bylaws.
In record number twenty three thousand three hundred and ninety five, on January
twelfth of the year two thousand and one, Notary Xxx Xxxxxxxx Xxxxxxx Xxxxxxxxx
certified and registered in the Public Trade Register of the Federal District in
mercantile folio number one hundred and ninety eight thousand eight hundred and
seventy seven dated the thirty first of January of the year two thousand and
one, the minutes of the Ordinary, Extraordinary and Special General Assembly of
Stockholders of Inverlat Bank Corporation, Multiple Banking Institution,
Inverlat Financial Group in which its conversion into a subsidiary company was
resolved and its bylaws were amended to change its name to Scotiabank Inverlat,
Sociedad Anonima, Institucion de Banca Multiple, Grupo Financiero Scotiabank
Inverlat.
XXXXXX XXXXX MARGAIN, participating in the signing of this agreement as legal
representative of Inverlat Bank, Sociedad Anomina, Multiple Banking Institution,
Inverlat Financial Group (now Scotiabank Inverlat Corporation, Multiple Banking
Institution, Scotiabank Inverlat Financial Group) provided evidence of his
identity and legal powers conferred for this act per record number 128,195 dated
November 3, 2003
19
(November third two thousand and three), certified by Xxxxxx Xxxx Xxxxxxxxx and
Xxxxxxx Xxxxxx Xxxxxx registered with the college of Notary Publics under
numbers fifty four and two hundred ten of the Federal District. In terms of his
general information, he states that he is Mexican by birth, originally from
Mexico City Federal District, born on January 21, nineteen hundred seventy,
single, employed and domiciled in Bosque de Ciruelos 120 1st Floor, Development,
Xxxxxxx xx xxx Xxxxx, 00000, Xxxxxx, Federal District, current on his income tax
payments, and likewise the party he represents, without providing evidence
thereof, stating that the power of attorney of which proof was submitted has not
to date been revoked, modified or limited in any way;
GRUPO RADIOCENTRO Sociedad Anonima de Capital Variable [Variable Capital
Corporation]. In deed number one hundred and five thousand and one dated the
twenty-first of June of the year nineteen hundred and ninety nine, certified by
Xxxxxxx X. Xxxxxxx Xxxxxxx, Notary Public number one hundred and sixteen of the
Federal District, duly registered in the Public Trade Register in folio 20694,
record was made of the legal power and appointment of the members of the Board
of Operations with the related companies of Grupo Radio Centro, S.A. de C.V.;
this deed certified the incorporation and legal existence of the company and the
following resolutions were made, among others: that powers of attorney would be
granted to Messrs. Xxxxxxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxxx Xxxxxxx Xxxxx, Xxx
Xxxxx Xxxxxxx Xxxxx, Xxxxxxxxx de Xxxxx Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx Xxxxx,
Xxxxxx Xxxxxxx Xxxxx and Xxxx Xxxxxx Xxxxxxx Xxxxx for the following: acts of
ownership, and drawing, issuing, granting, signing, guaranteeing, accepting,
endorsing and negotiating credit instruments, with the limitation that there
needed to be four of these attorneys-in-fact acting together.
DESARROLLOS EMPRESARIALES, Sociedad Anonima de Capital Variable [Variable
Capital Corporation]. In deed number one hundred and six thousand seven hundred
and twenty nine dated the third of January of the year two thousand, certified
by Xxxxxxx X. Xxxxxxx Xxxxxxx, Notary Public number one hundred and sixteen of
the Federal District, duly registered in the Public Trade Register in folio
number 135677, the company's resolution to revoke and confer powers of attorney
was put on record. In this same instrument the incorporation and legal existence
of the company was certified and the following agreements were made among
others: that power of attorney would be granted to Messrs. Xxxxxxxxx Xxxxxxx
Xxxxx, Xxxxx Xxxxxx Xxxxxxx Xxxxx, Xxx Xxxxx Xxxxxxx Xxxxx, Xxxxxxxxx de Xxxxx
Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx Xxxxx and Xxxx Xxxxxx
Xxxxxxx Xxxxx, for the following: acts of ownership and signing credit
instruments, with the limitation that there must be four of these
attorneys-in-fact acting together.
In deed number one hundred thirteen thousand one hundred and five dated December
11, 2001, certified by Xxxxxxx X. Xxxxxxx Xxxxxxx, Notary Public number 116 of
the Federal District, duly registered in the Public Trade Register in record
number 134251, 135677 and 175926, the minutes of the Extraordinary General
Assemblies of stockholders of the companies Desarrollos Empresariales, S.A. de
C.V., Industrial Telecentro, S.A. de C.V. and Mensajes Digitales, S.A. de C.V.
dated October first of the year two thousand and one were placed on record, with
the resolution that these companies would subsequently
20
be merged into one, to be called Desarrollos Empresariales, S.A. de C.V., which
would be the merger company.
ENLACES TRONCALES, Sociedad Anonima de Capital Variable [Variable Capital
Corporation]. In deed number ten thousand five hundred and fifty two dated March
fourth of the year nineteen hundred and ninety two, certified by Xxxx Xxxxxx
Xxxxxxxxxx, Notary Public number 197 of the Federal District, the first
authenticated copy of which was incorporated in the Public Trade Register in
mercantile folio number one hundred fifty eight thousand six hundred and eighty
two, Enlaces Troncales SA de C.V. was incorporated with legal address in Mexico
City, Federal District, with a term of 99 years, its company object being to
install, operate, use, import and export all sorts of telecommunications
equipment and services, to offer public telecommunications services, outsourced,
licensed or authorized by the Secretary of Communications and Transport.
In deed number one hundred thirty thousand one hundred and four dated December
11, 2001, certified by Xxxxxxx X. Xxxxxxx Xxxxxxx, Notary Public number one
hundred sixteen of the Federal District, duly registered in the Public Trade
Register in folios 158682, 261313, 249590, 249589 and 249588, the minutes of the
Extraordinary General Assemblies of stockholders of the companies Palco
Xxxxxxxxx.Xxx, SA de C.V., Palco Shop, S.A. de C.V., Palco Deportivo Multimedia,
SA de C.V. and Enlaces Troncales, SA de C.V. were placed on record and it was
resolved that these companies would subsequently merge into one, to be called
Enlaces Troncales, S.A. de C.V., which is the merged company.
GRC MEDIOS Sociedad Anonima de Capital Variable [Variable Capital Corporation].
In deed number 110,540 dated April 2 of the year 2001, certified by Xxxxxxx X.
Xxxxxxx Xxxxxxx, Notary Public number 116 of the Federal District, the minutes
of the Extraordinary General Assembly of Stockholders dated March 19 of the year
2001 were incorporated, it being resolved among other things that: the company
To2 Mexico S.A. de C.V. would be split, to create GRC Medios S.A. de C.V.
In deed no. 110,541 dated April 2 of the year 2001 certified by Xxxxxxx X.
Xxxxxxx Xxxxxxx, Notary Public number 116 of the Federal District and registered
in the Public Trade Register with folio number 276685 under section 6433 dated
June 20, 2001, the incorporation of GRC Medios, Variable Capital Corporation,
was incorporated with domicile in Mexico City, Federal District, with a term of
99 years, with company object of conducting domestic and foreign publicity
operations by any means suitable to it, within and outside of Mexico, and having
the ability to make guarantees and serve as co-debtors for third parties, as
well as security for third parties. The Sole Administrator or Board of Directors
has the following legal powers: general power for legal actions and collections,
acts of administration, acts of ownership, and drawing, issuing, granting,
signing, guaranteeing, accepting, endorsing and negotiating credit instruments,
to manage and obtain all sorts of financing, credit and loans which the company
might require, with the ability to put up guarantees and serve as co-debtors for
third parties outside of the company, as well as put up security for third
parties. In this same instrument, power of attorney was granted to Messrs.
Xxxxxxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxxx Xxxxxxx Xxxxx,
21
Xxx Xxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxxxx Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx Xxxxx,
Xxxxxx Xxxxxxx Xxxxx and Xxxx Xxxxxx Xxxxxxx Xxxxx for the following: general
power for acts of ownership, and drawing, issuing, granting, signing,
guaranteeing, accepting, endorsing and negotiating credit instruments, with the
limitation that there must be four of the attorneys-in-fact acting together. Mr.
Xxxxxx Xxxxxxx Xxxxx was granted power of attorney for the following: legal
actions and collections, acts of administration, granting general or special
powers and revoking any thereof, and conferring, delegating or substituting for
third parties in whole or in part any of the powers cited above.
GRC PUBLICIDAD Sociedad Anonima de Capital Variable [Variable Capital
Corporation]. In deed number 21,049 dated May 12, of the year 2000, certified by
Xxx de Xxxxx Xxxxxxx Xxxxxxxx, Notary Public number 46 of the Federal District,
registered in the Public Trade Register in mercantile folio number 260591, the
incorporation of the company called "GRC Publicidad" S.A. de C.V. was placed on
record, with its bylaws, domiciled in Mexico, Federal District, with a term of
99 years, and with the object of: conducting domestic and foreign publicity
operations by any means suitable to it, commercially representing radio and
television stations, contracting for technicians, artists and personnel
specialized in the work necessary to ensure the development and success of the
company's object, granting guarantees and serving as co-debtor for third
parties, as well as granting security for third parties, with a clause excluding
foreigners. The management and administration of the company are the
responsibility of a Sole Administrator or Board of Directors made up of no fewer
than seven members and no more than eleven, in accordance with the resolution of
the ordinary General Assembly of stockholders. Powers of attorney were granted
to Messrs. Xxxxxxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxxx Xxxxxxx Xxxxx, Xxx Xxxxx
Xxxxxxx Xxxxx, Xxxxx Xxxxxxx Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx
Xxxxx and Xxxx Xxxxxx Xxxxxxx Xxxxx for: general power for acts of ownership,
with the understanding that any four of the aforementioned agents parties
together are needed to exercise this power, and power for drawing, issuing,
granting, signing, guaranteeing, accepting, endorsing and negotiating credit
instruments in the name of the represented party, exercising this right
separately or together, as well as the legal power to replace or delegate their
mandate. Mr. Xxxxxx Xxxxxxx Xxxxx was granted power of attorney for: general
power for legal actions and collections, receiving payments, and acts of
administration.
PROMO RED, Sociedad Anonima de Capital Variable [Variable Capital Corporation].
In deed number 140,784 dated May 22, of the year 1985, certified by Notary
Public no. 122 of the Federal District, Xxxxxxx Xxxxxxxx Xxxxxxx, in the
notarial books of Notary Public no. 31, registered in the Public Trade Register
of the Federal District, on mercantile folio no. 82,945, the incorporation of
the Variable Capital Corporation called Videas was placed on record, with a term
of 99 years, domiciled in the Federal District, with the following company
object, among others: developing, preparing and producing television programs of
any type as well as marketing, importing and exporting them.
In deed number 7082 dated July 13 of the year 1995, certified by Notary Public
no. 202 of the Federal District, Xxxx Xxxx del Xxxxx Xxxxxxxx, of Public
notary's office no. 5,
22
recorded in the Public Trade Register as above, in mercantile folio no. 82,945,
the minutes of the Extraordinary General Assembly of Stockholders on June 19,
1995 were placed on record, in which it was resolved among other things that the
name of the company would be changed to Promo Red, S.A. de C.V. and as a
consequence the first clause of the bylaws was amended.
In deed no. 21,030 dated September 18 of the year 1995, certified by Notary
Public no. 184 of the Federal District, Mario Garciadiego Xxxxxxxx Cos, the
minutes of the Extraordinary General Assembly of Stockholders dated July 11,
1995 were placed on record, in which it was resolved among other things to
change the company's object to the following: providing of all sorts of services
involving accounting, legal, financial, auditing, personnel contracting,
appointments, collections, personnel training, public relations, computing,
sales and any other activity requiring third parties, as well as expert
appraisal and consulting in relation to the activities cited above, and
consequently clause four of the company bylaws was amended.
In deed no. 106,783 dated January 18 of the year 2000, certified by Notary
Public 116 of the Federal District, Xxxxxxx X. Xxxxxxx Xxxxxxx, registered in
the Public Trade Register on mercantile folio number 82945, dated February 3,
2000, the minutes of the Ordinary General Assembly of Stockholders of Promo Red,
S.A. de C.V., dated May 25, 1995, wherein resolutions were made in relation to
the resignation, appointment and ratification of members of the Board of
Directors, ratification of the commissioner and agreeing to the revocation and
granting of powers of attorney by "Promo Red", Variable Capital Corporation.
Power of attorney was given to Messrs. Xxxxxxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxxx
Xxxxxxx Xxxxx, Xxx Xxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxxxx Xxxxxxx Xxxxx, Xxxxxx
Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx Xxxxx and Xxxx Xxxxxx Xxxxxxx Xxxxx for the
following: general power for acts of ownership and for drawing, issuing,
granting, signing, guaranteeing, accepting, endorsing and negotiating credit
instruments in the name of the represented party, with the limitation that there
must be four of the attorneys-in-fact acting together.
Mr. Xxxxxx Xxxxxxx Xxxxx was granted power of attorney for: general power for
legal actions and collections, with special powers per article 2587 of the Civil
Code of the Federal District, general power for acts of administration, as well
as conferring, delegating or substituting in whole or in part for third parties
any of the powers cited above and to revoke those he has granted, delegated or
substituted, at any time.
In deed number 29,052, dated November 11, 2003, certified by Notary Public
Xxxxxxx X. Xxxxxxx Xxxxx, Notary Public no. 83 of the Federal District, an
amendment to the company object and to clause Four of the bylaws of Promo Red
S.A. de C.V. was placed on record, establishing, among other things, the
possibility of granting guarantees and become co-debtors for third parties, as
well as putting up security for third parties.
In terms of general information, the companies' attorneys-in-fact state as
follows:
23
Xxxx Xxxxxx Xxxxxxx Xxxxx, Mexican by birth, originally from Mexico City, the
Federal District, where he was born on December ninth, nineteen hundred and
sixty one, single, businessman and domiciled at Xx. Xxxxxxxxxxxxxx Xx. 0000,
Xxx. Xxxxx Xxxxx, X.X. 00000, in Mexico City, Federal District.
Xxxxxx de Xxxxx Xxxxxxx Xxxxx, by birth, originally from Mexico City, the
Federal District, where he was born on February nineteenth, nineteen hundred and
fifty-five, single, businessman and domiciled at Xx. Xxxxxxxxxxxxxx Xx. 0000,
Xxx. Xxxxx Xxxxx, X.X. 00000, in Mexico City, Federal District.
Xxx Xxxxx Xxxxxxx Xxxxx, Mexican by birth, originally from Mexico City, the
Federal District, where she was born on November twentieth, nineteen hundred and
forty-three, married with separation of property, businesswoman and domiciled at
Xx. Xxxxxxxxxxxxxx Xx. 0000, Xxx. Xxxxx Xxxxx, X.X. 00000, in Mexico City,
Federal District.
Francisco de Xxxxx Xxxxxxx Xxxxx, Mexican by birth, originally from Mexico City,
the Federal District, where he was born on October eighth nineteen hundred and
forty-one, single, businessman and domiciled at Xx. Xxxxxxxxxxxxxx Xx. 0000,
Xxx. Xxxxx Xxxxx, X.X. 00000, in Mexico City, Federal District.
For their own general information, the Witnesses state the following:
Xxxxxx xx Xxxx Xxxxxxxx, Mexican by birth, originally from Mexico City, Federal
District, born on October 4, nineteen hundred and sixty-nine, married, a bank
official by profession, with domicile at Boulevard Xxxxxx Xxxxx Xxxxxxx number
one, floor 8, Colonia Lomas de Chapultepec, Delegacion Xxxxxx Xxxxxxx, zip code
eleven thousand nine, Federal District.
Xxxxxxx Xxxxxxxx Nogueron, Mexican by birth, originally from Cuernavaca,
Morelos, born on December fifth nineteen hundred and sixty five, married, a
lawyer and bank official by profession, domiciled at Boulevard Xxxxxx Xxxxx
Xxxxxxx number one, floor 8, Colonia Lomas de Chapultepec, Delegacion Xxxxxx
Xxxxxxx, zip code eleven thousand nine. Federal District.
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