EXHIBIT 2.9
EXECUTION COPY
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
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EIGHTH SUPPLEMENTAL INDENTURE
Dated as of May 26, 2005
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Supplementing the Trust Indenture
Dated as of August 8, 2000
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$200,000,000 6.625% Senior Notes due 2025.
(Reopening of series created pursuant to
Seventh Supplement Indenture
Dated as of March 18, 2005)
TABLE OF CONTENTS
Page
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ARTICLE I DEFINITIONS..................................................................................... 2
ARTICLE II REOPENING OF THE SERIES........................................................................ 2
Section 201 Reopening of the Series........................................................ 2
Section 202 Form and Other Terms of Notes: Incorporation of Terms......................... 2
Section 203 Conversion; Exchange........................................................... 2
Section 204 Terms of the Seventh Supplemental Indenture: Incorporation of Terms........... 2
ARTICLE III MISCELLANEOUS................................................................................. 3
Section 301 Ratification of the Original Indenture and Seventh Supplemental Indenture...... 3
Section 302 Conflict with Trust Indenture Act.............................................. 3
Section 303 Effect of Headings............................................................. 3
Section 304 Counterparts................................................................... 3
Section 305 Severability................................................................... 3
Section 306 Benefits of Indenture Supplement............................................... 3
Section 307 Acceptance of Trusts........................................................... 3
Section 308 Governing Law.................................................................. 3
EIGHTH SUPPLEMENTAL INDENTURE, dated as of the [ ] day of [ ], 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 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, the Seventh Supplemental Indenture dated March 18, 2005, and
this Eighth 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 March 18, 2005, a
Seventh 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
(the "Series") of Securities to be designated as the "6.625% Senior Notes due
2025" (the "Notes") under the Original Indenture in the aggregate principal
amount of $400,000,000 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;
WHEREAS, Section 202 of the Seventh Supplemental Indenture provides,
among other things, that the Company may, without the consent of the Holders of
the Notes, reopen the Series and issue additional Notes in addition to the
$400,000,000 of Notes authorized pursuant to the Seventh Supplemental Indenture;
WHEREAS, the Company and the Trustee are executing and delivering
this Eighth Supplemental Indenture in order to provide for the reopening of the
Series and the issuance of the additional Notes in the aggregate principal
amount of $200,000,000;
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 Eighth
Supplemental Indenture a valid, binding and legal agreement of the Company, have
been done;
NOW, THEREFORE, This EIGHTH SUPPLEMENTAL INDENTURE WITNESSETH that,
in order to provide for the reopening of the Series and the issuance of the
additional Notes in the aggregate principal amount of $200,000,000 and for and
in consideration of the premises and of the covenants contained in the Original
Indenture and in this Eighth Supplemental Indenture and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, it is mutually covenants and agreed as follows:
ARTICLE I
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.
ARTICLE II
REOPENING OF THE SERIES
Section 201 Reopening of the Series. The Series is hereby reopened
by the Company, and the aggregate principal amount of the Notes that may be
authenticated and delivered under the Seventh Supplemental Indenture and this
Eighth Supplemental Indenture shall not, except as permitted by the Original
Indenture, exceed $600,000,000, provided that the Company may, without the
consent of the Holders of the Notes, further reopen this Series and issue
additional Notes under the Original Indenture, and this Eighth Supplemental
Indenture in addition to the aggregate $600,000,000 of Notes authorized as of
the date hereof.
Section 202 Form and Other Terms of Notes: Incorporation of Terms.
The Notes shall be substantially in the forms attached as Exhibits A-1 and A-2
to the Seventh Supplemental Indenture. The terms of such Notes are hereby
incorporated by reference herein and are part of this Eighth Supplemental
Indenture.
Section 203 Conversion; Exchange. The Notes shall not be convertible
into Common Stock. The Company and the Initial Purchasers, have entered into a
Registration Rights Agreement dated the date hereof in the form of Exhibit A
hereto, relating to the Notes.
Section 204 Terms of the Seventh Supplemental Indenture:
Incorporation of Terms. All terms of the Seventh Supplemental Indenture
applicable to the $400,000,000 of Notes authorized pursuant to the Seventh
Supplement Indenture, other than Section 216 of the Seventh Supplemental
Indenture, shall apply with the same force and effect to such Notes and to the
$200,000,000 of Notes authorized pursuant to this Eighth Supplemental Indenture,
it being
2
understood that for all purposes the Notes authorized pursuant to the Seventh
Supplemental Indenture and this Eighth Supplemental Indenture shall vote
together with respect to all matters upon which such holders are entitled to
vote or consent under the terms of the Original Indenture, as supplemented by
the Seventh Supplemental Indenture and this Eighth Supplemental Indenture. The
terms of the Seventh Supplemental Indenture applicable to the Notes are hereby
incorporated by reference herein and are part of this Eighth Supplemental
Indenture.
ARTICLE III
MISCELLANEOUS
Section 301 Ratification of the Original Indenture and Seventh
Supplemental Indenture. As supplemented by this Eighth Supplemental Indenture,
the Original Indenture and the Seventh Supplemental Indenture are in all
respects ratified and confirmed, and the Original Indenture and Seventh
Supplemental Indenture and this Eighth Supplemental Indenture shall be read,
taken and construed as one and the same instrument.
Section 302 Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this Eighth Supplemental Indenture by any of the
provisions of the Trust Indenture Act, such required provisions shall control.
Section 303 Effect of Headings. The article and section headings
herein are included for convenience only and shall not affect the construction
hereof.
Section 304 Counterparts. This Eighth Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument.
Section 305 Severability. In case any provision of this Eighth
Supplemental Indenture or in the Notes shall be found invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
Section 306 Benefits of Indenture Supplement. Nothing in this Eighth
Supplemental Indenture or in the Notes, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or claim under this
Eighth Supplemental Indenture.
Section 307 Acceptance of Trusts. The Bank of New York hereby
accepts the trusts in this Eighth Supplemental Indenture declared and provided,
upon the terms and conditions herein and in the Original Indenture and Seventh
Supplemental Indenture set forth.
Section 308 Governing Law. This Eighth 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 Eighth Supplemental
Indenture shall be governed by, and construed
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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.
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IN WITNESS WHEREOF, the parties hereto have caused this Eighth
Supplemental Indenture to be duly executed as of the day and year first above
written.
GRUPO TELEVISA, S.A.,
as Issuer
By: /s/ Xxxxxxx de Angoitia Xxxxxxx
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Name: Xxxxxxx de Angoitia Xxxxxxx
Title: Executive Vice President
By: /s/ Salvi Folch Viadero
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Name: Salvi Folch Viadero
Title: Chief Financial Officer
THE BANK OF NEW YORK,
As Trustees, Registrar, Paying Agent
And Transfer Agent
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
DEXIA BANQUE INTERNATIONALE
A LUXEMBOURG, SOCIETE ANONYME,
as Luxembourg Paying Agent and Transfer
Agent
By: /s/ Xxxxxx Schammo
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Name: Xxxxxx Schammo
Title: Premier Conseiller
