EQUITY INTEREST PLEDGE AGREEMENT
Exhibit 2.45
Execution Version
Courtesy Translation
Courtesy Translation
This Equity Interest Pledge Agreement (Contrato de Prenda Sobre Parte Social) is entered into
on this 26 day of May, 2011 (this “Agreement”), by and between Satélites Mexicanos, S.A. de
C.V., as pledgor (the “Pledgor”), and Xxxxx Fargo Bank, National Association, not in its
individual capacity but solely in its capacity as Collateral Trustee pursuant to the Collateral
Trust Agreement (as such terms are defined below), on behalf and for the benefit of the Secured
Parties (as defined below), as pledgee (in such capacity, together with its successors and assigns,
the “Pledgee”), with the consent and acknowledgment of Enlaces Integra, S. de X.X. de C.V.
(the “Company”), in accordance with the following Recitals, Representations and Warranties
and Clauses. Capitalized terms used in this Agreement which are not otherwise defined herein, shall
have the meaning ascribed to such terms in the Indenture (as defined below) or the Collateral Trust
Agreement, as applicable.
Recitals
I. Original First Priority Mortgage. By means of public deed 37,729, dated November
30, 2006 granted before Mr. Xxxx Namur Campesino, Notary Public 94 for the Federal District, the
Pledgor granted a first priority mortgage (the “Original First Priority Mortgage”) in favor
of HSBC Bank USA, National Association, in its capacity as First Priority Collateral Trustee under
that certain First Priority Collateral Trust Agreement for the benefit of the beneficiaries of the
First Priority Collateral Trust Agreement (as such terms are defined in the Original First Priority
Mortgage), on substantially all of the assets of the Pledgor, including, without limitation,
certain concessions to occupy geostationary orbital slots allocated to Mexico and exploit their
respective associated frequency bands (jointly, the “Orbital Concessions”), a concession to
use and exploit certain real estate properties and their fixtures where the Pledgor’s satellite
control centers are located (the “Property Concession” and, jointly with the Orbital
Concession, as amended, supplemented or modified from time to time, the “Existing
Concessions”) (provided, that perfection of the Original First Priority Mortgage with
respect to the Property Concession only was subject to obtaining the prior approval of the SCT(as
defined below)), certain satellites property of the Pledgor (the “Existing Satellites”),
all the fixed and movable property and equipment relating to the Existing Concessions, all accounts
receivable, investment property, securities, stock, contracts, licenses, intellectual property and
assets recorded on the books of the Pledgor. The Original First Priority Mortgage was recorded (i)
with the Federal Telecommunications Registry of Mexico (the “Telecommunications Registry”)
under record number 000366, dated February 26, 2007, and (ii) with the Public Registry of Commerce
in the Federal District under commercial folio 226,109, dated March 15, 2007.
II. Original Second Priority Mortgage. By means of public deed 37,730, dated November
30, 2006 granted before Mr. Xxxx Namur Campesino, Notary Public 94 for the Federal District, the
Pledgor granted a second priority mortgage (the “Original Second Priority Mortgage”) in
favor of Xxxxx Fargo Bank, National Association, in its capacity as Second Priority Collateral
Trustee under that certain Second Priority Collateral Trust Agreement for the benefit of the
beneficiaries of the Second Priority Collateral Trust Agreement (as such terms are defined in the
Original Second Priority Mortgage), on substantially all of the assets of the Pledgor, including,
without limitation, the Existing Concessions(provided, that perfection of the Original
Second Priority Mortgage with respect to the Property Concession only was subject to obtaining the
prior approval of the SCT), the Existing Satellites, all the fixed and movable property and
equipment relating to the Existing Concessions, all accounts receivable, investment property,
securities, stock, contracts, licenses, intellectual property and assets recorded on the books of
the Pledgor. The Original Second Priority Mortgage was recorded (i) with the Telecommunications
Registry under record number 000367, dated February 26, 2007 and (ii) with the Public Registry of
Commerce in the Federal District under commercial folio number 226,109, dated March 15, 2007.
III. Escrow Indenture. Pursuant to the escrow indenture dated May 5, 2011 (as
amended, amended and restated, supplemented or otherwise modified from time to time, the
“Escrow Indenture”) entered into by and between Satmex Escrow, S.A. de C.V., as escrow
issuer (the “Escrow Issuer”), and Wilmington Trust FSB, as trustee (the “Trustee”),
Escrow Issuer agreed to issue senior secured notes due 2017, for a maximum principal amount of up
to US$325,000,000.00 (three hundred and twenty five million Dollars 00/100), in accordance with the
terms and subject to the conditions set forth in the Escrow Indenture (as amended, amended and
restated, supplemented, modified or exchanged from time to time, the “Notes”).
IV. Collateral Trust Agreement. Pursuant to the collateral trust agreement dated May
26, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time,
the “Collateral Trust Agreement”) entered into by and among Xxxxx Fargo Bank, National
Association, as collateral trustee (in such capacity, the “Collateral Trustee”), the
Pledgor, the Escrow Issuer, and the Guarantors set forth therein, the Collateral Trustee agreed to
act as trustee for the benefit of the Secured Parties with respect to any liens granted by the
Pledgor and the Guarantors pursuant to the Indenture and any other Secured Debt Documents.
V. Release of Original First Priority Mortgage and Original Second Priority Mortgage.
(i) By means of public deed 63,946, dated May 26, 2011, granted before Xx. Xxxxxxx Xxxxx y Bandera,
Notary Public 1 for the Federal District, which first notarial instrument (primer testimonio) is
pending to be registered with the Telecommunications Registry and the Public Registry of Commerce
due to its recent issuance, the Original First Priority Mortgage was cancelled and terminated; and
(ii) by means of public deed 63,946, dated May 26, 2011, granted before Xx. Xxxxxxx Xxxxx y
Bandera, Notary Public 1 for the Federal District, which first notarial instrument (primer
testimonio) is pending to be
registered with the Telecommunications Registry and the Public Registry of Commerce due to its
recent issuance, the Original Second Priority Mortgage was cancelled and terminated.
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VI. Release of Equity Interest Pledge. By means of (i) a Termination Agreement dated
May 26, 2011 to the Equity Interest Pledge Agreement dated November 30, 2006 entered into by and
between the Pledgor, the Pledgee and HSBC Bank USA, National Association, in its capacity as First
Priority Collateral Trustee under that certain First Priority Collateral Trust Agreement for the
benefit of the beneficiaries of the First Priority Collateral Trust Agreement (as such terms are
defined in such Equity Interest Pledge Agreement dated November 30, 2006), and (ii) a Termination
Agreement dated May 26, 2011 to the Equity Interest Pledge Agreement dated November 30, 2006
entered into by and between the Pledgor, the Pledgee and Xxxxx Fargo Bank, National Association, in
its capacity as Second Priority Collateral Trustee under that certain Second Priority Collateral
Trust Agreement for the benefit of the beneficiaries of the Second Priority Collateral Trust
Agreement (as such terms are defined in such Equity Interest Pledge Agreement dated November 30,
2006), that certain equity interest pledge granted over the Pledged Equity Interest was cancelled
and terminated.
VII. Intention of the Parties. In accordance with the terms of the Indenture, the
Pledgor is entering into this Agreement in order to create a first priority lien over the Pledged
Equity Interest in favor of the Pledgee, to secure in favor of the Secured Parties, the due and
timely satisfaction and performance of the Secured Obligations.
Representations and Warranties
| I. | Pledgor hereby represents and warrants, through its legal representatives, that: |
| (a) | it is a sociedad anónima de capital variable duly organized and validly
existing under the laws of Mexico, as evidenced in public deed 51,371, dated June 26,
1997, granted before Xx. Xxxxxx Xxxxxxx Xxxxxx, Notary Public 19 of the Federal
District, recorded in the Public Registry of Commerce of Federal District, under
commercial folio number 226,109; |
| (b) | it has full legal capacity and sufficient authority (corporate, organizational
or otherwise) to enter into, deliver and perform its obligations under this Agreement
in accordance with its terms; |
| (c) | it is the sole, legal and beneficial owner (and registered owner in the
partners registry book of the Company) of, and has legal title to, 1 (one) equity
interest with a par value of $65,427,720.00 (sixty five million four hundred and twenty
seven thousand seven hundred and twenty Pesos 00/100) of which $44,490,850.00 (forty
four million four hundred and ninety thousand eight hundred and fifty Pesos 00/100)
corresponds to the variable portion, Series “A”, and $20,936,870.00 (twenty million
nine hundred and thirty six thousand eight hundred and seventy Pesos 00/100)
corresponds to the variable portion, Series “B”, of the capital of the Company (such
equity
interest, including any and all voting and economic rights arising from or relating
thereto, shall be collectively referred to as the “Pledged Equity
Interest”); |
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| (d) | the Pledged Equity Interest (i) represents 75% (seventy five percent) of the
total issued and outstanding corporate capital of the Company, on a fully diluted
basis; (ii) has been duly and validly issued by the Company; (iii) is fully subscribed,
paid for and released; and (iv) is free and clear of any Liens, conditions, limitations
or restrictions on ownership or any other options or preemptive rights of any kind,
except for such rights and limitations reflected in the by-laws of the Company which
have been duly waived for purposes of entering into this Agreement; |
| (e) | the Pledged Equity Interest is not subject to any contracts, agreements or
other documents which by their terms restrict, in any way, any assignment, transfer,
voting or pledge of the Pledged Equity Interest, except as expressly provided for in
the by-laws of the Company and the Mexican General Law of Commercial Companies (Ley
General de Sociedades Mercantiles); and except as expressly provided for in the Public
Telecommunications Network Concession (concesión de red pública de telecomunicaciones)
held by the Company as well as in the Federal Telecommunications Law (Ley Federal de
Telecomunicaciones) and the General Communications Law (Ley de Vías Generales de
Comunicación); |
| (f) | except for authorizations and approvals that have been duly and validly
obtained and are in full force and effect on the date hereof, it does not require any
authorization or approval in order to execute this Agreement or to perfect and maintain
a perfected first priority security interest over the Pledged Equity Interest or to
comply with or perform the obligations assumed by it hereunder, which are legal, valid
and enforceable against the Pledgor in accordance with their terms except as such
enforceability may be delayed, limited or restricted by applicable concurso mercantil,
quiebra, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally; |
| (g) | as of the date hereof, there is no pending or threatened action, claim,
requirement or proceeding before any court, governmental agency, arbitrator or
jurisdictional entity that adversely affects or could adversely affect the legality,
validity or enforceability of this Agreement or its legal and valid title to the
Pledged Equity Interest; |
| (h) | the entering into and performance of this Agreement does not violate or
constitute a breach under (i) any provision of the organizational documents or current
by-laws (estatutos sociales) of the Pledgor and/or the Company; (ii) any Mexican law,
regulation, circular, order or decree of any Governmental Authority; or (iii) any
concession, permit or any contractual obligation of the
Pledgor and/or the Company; |
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| (i) | the individual executing this Agreement in the name and on behalf of the
Pledgor has sufficient power and authority to validly execute and deliver this
Agreement on its behalf and to validly bind the Pledgor under the terms herein, as
evidenced in public deed 63,941, dated May 26, 2011, granted before Xx. Xxxxxxx Xxxxx y
Bandera, Notary Public number 1 for the Federal District, and that such powers,
authority and authorizations have not been revoked, modified or limited in any manner; |
| (j) | it is its intention and desire to create a first priority security interest
over the Pledged Equity Interest in favor of the Pledgee and for the benefit of the
Secured Parties in accordance with this Agreement; |
| (k) | it hereby irrevocably acknowledges and recognizes that the Pledgee is acting
solely as an agent for the Secured Parties with all of the rights set forth in the
Collateral Trust Agreement, and that it has all the authority of an attorney-in-fact of
the Secured Parties, under the terms of the Collateral Trust Agreement and the other
Transaction Documents, with authority for lawsuits and collections, acts of
administration and acts of ownership, and with authority to consent and execute any
amendments to this Agreement, including, without limitation, the authority for bringing
suit on behalf of the Secured Parties against the Pledgor, under the provisions of the
Collateral Trust Agreement, and, in such case, the Pledgor hereby further irrevocably
acknowledges and agrees that it will not challenge or fail to recognize the legal
capacity of the Pledgee as agent for the Secured Parties. The provisions of this
representation shall not in any manner whatsoever restrict the exercise of the
foreclosure rights (derechos de ejecución) under this Agreement by each of the Secured
Parties pursuant to the Security Documents; and |
| (l) | in order to secure the due and timely payment and satisfaction of the Secured
Obligations, it has agreed to create the Security Interest over the Pledged Equity
Interest in favor and for the benefit of the Pledgee pursuant to the terms hereof;
furthermore, the Pledgor represents that it acknowledges and understands the terms of
the Indenture and the Notes and the amounts owed thereunder, and agrees that the
security interest created hereby constitutes a lien securing payment of such amounts. |
| II. | The Company hereby represents and warrants, through its legal representative and under oath,
that: |
| (a) | it is a sociedad de responsabilidad limitada de capital variable duly organized
and validly existing under the laws of Mexico, as evidenced in public deed 20,345,
dated May 29, 1998, granted before Mr. Xxxx Xxxxx Xxxxxx Xxxxxxxx, Notary Public number
102 for the Federal District, recorded in the Public Registry of Commerce of the
Federal District, under commercial folio number 235,993; |
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| (b) | it has full legal capacity and sufficient authority (corporate, organizational
or otherwise) to enter into, deliver and perform its obligations, if any, under this
Agreement in accordance with its terms; |
| (c) | the Pledged Equity Interest (i) represents 75% (seventy five percent) of the
total issued and outstanding corporate capital of the Company, on a fully diluted
basis; (ii) has been duly and validly issued by the Company; and (iii) is fully
subscribed, paid for and released; |
| (d) | except for authorizations and approvals that have been duly and validly
obtained and are in full force and effect on the date hereof, it does not require any
authorization or approval in order to execute this Agreement, or to comply with or
perform its obligations hereunder, if any, which are legal, valid and enforceable
against it in accordance with their terms; |
| (e) | the entering into and performance of this Agreement does not violate or
constitute a breach under any provision of the organizational documents or current
by-laws (estatutos sociales) of the Company; and |
| (f) | the individual executing this Agreement in its name and on its behalf has
sufficient power and authority to validly execute and deliver this Agreement on its
behalf and to validly bind it under the terms herein, as evidenced in public deed
12,279, dated September 14, 2009, granted before Xx. Xxxxx de Xxxxx Xxxx Xxxxxxxx,
Notary Public number 244 for the Federal District, and that such powers, authority and
authorizations have not been revoked, modified or limited in any manner. |
| III. | The Pledgee hereby represents and warrants, through its legal representative, that: |
| (a) | it is a national banking association duly organized and existing under the laws
of the United States of America; and |
| (b) | its representative has all necessary power and corporate authorization to
execute and deliver this Agreement on its behalf, and such powers and corporate
authorizations have not been revoked or limited in any way, as evidenced in public deed
63,934, dated May 25,2011, granted before Xx. Xxxxxxx Xxxxx y Bandera, Notary Public
number 1 for the Federal District. |
NOW, THEREFORE, based on the Recitals and Representations and Warranties contained herein, the
parties hereto agree as follows:
First. Certain Defined Terms.
(a) As used in this Agreement, the following terms shall have the following meanings:
“Agreement” means this Equity Interest Pledge Agreement.
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“Assumption Indenture” means that certain assumption indenture dated May 26, 2011 (as
amended, amended and restated, supplemented or otherwise modified from time to time), entered into
by and among the Escrow Issuer, the Trustee, the Pledgor and the Initial Guarantors, pursuant to
which the Pledgor and the Initial Guarantors agreed to fully and unconditionally guarantee, on a
joint and several senior secured basis, to each holder of the Notes and the Trustee, the payment
and performance of the Escrow Issuer’s obligations under the Escrow Indenture.
“Business Day” means any day except Saturday, Sunday and any other day in which the
principal office of commercial banks located in New York City, United States of America or Mexico
are authorized or required by law, regulation or decree to remain closed.
“Collateral Trust Agreement” has the meaning set forth in Recital IV of this
Agreement.
“Collateral Trustee” has the meaning set forth in Recital IV of this Agreement.
“Company” has the meaning specified in the preamble to this Agreement.
“Concessions” means the Existing Concessions and any other concessions granted to
Satmex, as the same may be amended, modified or supplemented from time to time.
“Distributions” has the meaning specified in paragraph (c) of Clause Fourth of this
Agreement.
“Dollars” or “US$” means the legal currency of the United States of America.
“Escrow Indenture” has the meaning set forth in Recital III of this Agreement
“Escrow Issuer” has the meaning set forth in Recital III of this Agreement
“Event of Default” shall have the meaning assigned to the terms “Default” and “Event
of Default” in the Indenture and the meaning assigned to the term “Secured Debt Default” in the
Collateral Trust Agreement; provided, however, that for purposes of this Agreement,
such term shall also include if any representation made by the Pledgor hereunder shall have been
false or misleading in any material respect as of the date made or deemed made.
“Existing Concessions” has the meaning set forth in Recital I of this Agreement.
“Existing Satellites” has the meaning set forth in Recital I of this Agreement.
“Floating Lien Pledge” means the floating lien pledge agreement dated the date hereof,
entered into among the Pledgor, as pledgor, and the Collateral Trustee, as pledgee.
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“Governmental Authority” means any national or federal government, any state,
regional, local or other political subdivision thereof with jurisdiction and any individual or
entity with jurisdiction exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government or quasi-governmental issues (including any court).
“Guarantors” means the Initial Guarantors, and any other entity that becomes a
guarantor of the Notes under the Indenture or otherwise.
“Indemnified Party” has the meaning specified in paragraph (b) of Clause Sixth of this
Agreement.
“Indenture” means the Escrow Indenture, as supplemented by the Assumption Indenture.
“Initial Guarantors” means, collectively, Alterna’TV Corporation and Alterna’TV
International Corporation.
“Law” means the General Law of Negotiable Instruments and Credit Transactions (Ley
General de Títulos y Operaciones de Crédito) of Mexico.
“Lien” means, with respect to any asset, any mortgage, encumbrance, pledge, trust
agreement, lien, charge or other security interest of any kind, or any other type of preferential
arrangement over or with respect to such asset that has the practical effect of creating a security
interest, priority, preferential arrangement or other lien over such asset, as well as any other
conditions, limitations or restrictions on ownership or any other options or preemptive rights of
any kind, including, without limitation, any rights of first refusal or rights of first offer, over
or with respect to such asset.
“Mexico” means the United Mexican States.
“Mortgage Agreement” means the mortgage agreement dated the date hereof, entered into
among the Pledgor, as mortgagor, and the Collateral Trustee, as mortgagee, pursuant to which the
mortgagor created a first lien mortgage over the Mortgaged Assets.
“Mortgaged Assets” means the Orbital Concessions, the Satellites, and any other assets
subject to the first priority mortgage created pursuant to the Mortgage Agreement.
“Notes” has the meaning set forth in Recital III of this Agreement.
“Orbital Concessions” has the meaning set forth in Recital I of this Agreement.
“Original First Priority Mortgage” has the meaning set forth in Recital I of this
Agreement.
“Original Second Priority Mortgage” has the meaning set forth in Recital II of this
Agreement.
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“Permitted Transfer” means any transfer or disposition of the Pledged Equity Interest
by the Pledgor expressly permitted by the Indenture or any other document or agreement entered into
in connection with or as expressly permitted by the Indenture so long as such transfer or
disposition is not in violation of the terms and conditions of the Indenture or such other
documents or agreements.
“Person” means any individual or entity, trust, joint venture, partnership,
corporation, Governmental Authority or any other entity of any nature whatsoever.
“Pesos” means the legal currency of Mexico.
“Pledged Equity Interest” has the meaning specified in Representation I(c) of this
Agreement.
“Pledgee” has the meaning specified in the preamble to this Agreement.
“Pledgor” has the meaning specified in the preamble to this Agreement.
“Property Concession” has the meaning set forth in Recital I of this Agreement.
“Satellites” means the Existing Satellites and any other satellites of the Company or
in which the Company has an insurable interest.
“Satmex” means Satélites Mexicanos, S.A. de C.V.
“SCT” has the meaning set forth in Recital I of this Agreement.
“Secured Debt Documents” has the meaning assigned to such term in the Collateral Trust
Agreement.
“Secured Debt Representative” has the meaning assigned to such term in the Collateral
Trust Agreement.
“Secured Obligations” means, jointly or separately, as the context may require, and
without duplication, (i) all amounts of any nature which the Pledgor, the Escrow Issuer or the
Guarantors are, or may at any time become, liable (whether actually or contingently) to pay or
deliver to the Collateral Trustee, for the benefit of the Secured Parties, or any Secured Party
under, pursuant to or arising out of the Indenture, the Note or any other Transaction Document; and
(ii) Pledgor’s, the Escrow Issuer’s and the Guarantors’ covenants and obligations set forth in the
Transaction Documents to which they are a party or by which they are bound.
“Secured Parties” shall have the meaning assigned to such term in the Collateral Trust
Agreement.
“Security Documents” has the meaning assigned to such term in the Collateral Trust
Agreement.
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“Security Interest” has the meaning specified in paragraph (a) of Clause Second of
this Agreement.
“Telecommunications Registry” has the meaning set forth in Recital I of this
Agreement.
“Termination Notice” has the meaning specified in Clause Third of this Agreement.
“Transaction Documents” means this Agreement, the Indenture, the Notes, the Mortgage
Agreement, the Floating Lien Pledge Agreement, the Security Documents, the Secured Debt Documents
and any other agreement, document or instrument related to the foregoing documents, together with
all extensions, renewals, amendments, modifications and restatements thereof.
“Trustee” has the meaning set forth in Recital III of this Agreement.
(b) Usage. The definitions in this Clause First shall apply equally to both the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “hereof,” “herein”
and “hereunder” and words of similar import, when used in this Agreement, shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, unless otherwise
expressly indicated, and all references in this Agreement to Clauses, sections, paragraphs and
Exhibits shall be deemed to be references to Clauses, sections, paragraphs and Exhibits of this
Agreement, unless the context shall otherwise require. As used herein and in any certificate or
other document made or delivered pursuant hereto, (i) the words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limitation”; (ii) the word
“incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or
suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings); (iii)
the words “asset” and “property” shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including cash, capital stock,
securities, revenues, accounts, leasehold interests and contract rights; (iv) references to
agreements shall, unless otherwise specified, be deemed to refer to such agreements as amended,
supplemented, restated or otherwise modified from time to time; and (v) references to any statute,
law or regulation shall be deemed to include any amendments thereto from time to time or any
successor statute, law or regulation thereof.
Second. Pledge; Security Interest.
(a) The Pledgor hereby grants an unconditional and irrevocable first priority pledge and
security interest (the “Security Interest”) to the Pledgee for the benefit of the Secured
Parties in and to its Pledged Equity Interest as collateral security for the due and timely
payment, performance and satisfaction when due (whether at stated maturity, by acceleration or
otherwise) of any and all of the Secured Obligations.
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(b) For purposes of perfecting the Security Interest over the Pledged Equity Interest pursuant
to paragraph III of Article 334 of the Law, the Pledgor hereby delivers to the Pledgee (i) an
executed original of this Agreement and (ii) a copy of the entry made in the partners registry book
of the Company, duly certified by an authorized officer or attorney-in-fact of the Company,
evidencing that, on the date hereof, the Security Interest in and to the Pledged Equity Interest
has been duly recorded in the partners registry book of the Company.
(c) In accordance with Article 337 of the Law, the Pledgor and the Pledgee agree that this
Agreement shall serve as receipt (resguardo) by the Pledgee of the Pledged Equity Interest.
(d) The parties hereby agree that in the event that the Pledged Equity Interest is exchanged
by the Company for a new equity interest representing the corporate capital of the Pledgor in the
Company, the Pledgor and the Pledgee, if required, shall execute and deliver any document that is
necessary and provided to the Pledgee in order to maintain the Security Interest, substantially in
the form and substance to this Agreement, at the sole expense of the Pledgor.
Third. Continuing Security Interest. The Security Interest shall be continuing and shall (i)
remain in full force and effect until all of the Secured Obligations have been fulfilled pursuant
to the Indenture and the other Transaction Documents; (ii) be binding upon the Pledgor and its
successors and permitted assigns; and (iii) inure to the benefit of and be enforceable by the
Pledgee, acting on behalf of the Secured Parties, and their respective successors and assigns. As
soon as is reasonably practicable, following a written request from the Pledgor, the Pledgee,
within the next 5 (five) Business Days following the receipt of the written request from the
Pledgor and provided that the Pledgee has received written confirmation from the Secured Debt
Representative that all of the Secured Obligations have been duly satisfied, fulfilled and
discharged in full in accordance with the Indenture and the other Transaction Documents, shall
deliver to the Pledgor a termination notice (the “Termination Notice”), substantially in the form
attached hereto as Exhibit “A”. Upon delivery of the Termination Notice by the Pledgee to
the Pledgor as herein contemplated, this Agreement shall terminate and the Security Interest shall
cease, terminate and be released. The Pledgor shall be responsible for the payment of any and all
costs, expenses or fees related to the cancellation of the Security Interest contemplated in this
Agreement.
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Fourth. Voting and Management of the Pledged Equity Interest.
(a) Unless an Event of Default shall have occurred and be continuing, the Pledgor shall have
the right to exercise the voting rights pertaining to the Pledged Equity Interest in a manner that
does not result in a breach of or conflict with the terms and conditions of this Agreement, the
Indenture, the other Transaction Documents or the rights and remedies of the Secured Parties under
this Agreement, the Indenture or the other Transaction Documents or the ability of the Pledgee to
exercise any such rights; provided, however, that no vote shall be cast, and no
consent shall be given or action taken, which would have the effect of impairing the position or
interest of the Pledgee in respect of the
Pledged Equity Interest or which would authorize, effect or consent to: (i) the dissolution or
liquidation, in whole or in part, of the Company; (ii) the creation or granting of any Lien or
other type of security interest on the Pledged Equity Interest (or any portion thereof except as
otherwise permitted under the Indenture and the other Transaction Documents); (iii) the sale,
transfer, conveyance or other disposition of all or part of the Pledged Equity Interest except for
a Permitted Transfer; or (iv) the amendment or modification of the by-laws or other organizational
documents of the Company in any way that would materially adversely affect the Pledgee and/or the
Secured Parties, in each case, without the prior written consent of the Pledgee.
(b) If an Event of Default shall occur and be continuing, all rights of the Pledgor to
exercise the voting and other rights and powers that the Pledgor is entitled to exercise pursuant
to the foregoing provisions of paragraph (a) of this Clause Fourth shall cease, and to the extent
not contrary to applicable law, all such rights shall thereupon be exercised by the Pledgee, who
shall have the sole and exclusive right and authority to exercise such voting and other rights and
powers; provided that the Pledgee shall have the right, but not the obligation, at any time
following the existence of an Event of Default, to authorize the Pledgor in writing to exercise
such rights. As a means to comply with its obligations referred to in this Clause Fourth, the
Pledgor will, within 10 (ten) Business Days following the date of this Agreement, to the extent not
contrary to applicable law and the Public Telecommunications Network Concession (concesión de red
pública de telecomunicaciones) of Enlaces, grant and deliver to the Pledgee, a special irrevocable
power of attorney (using the form attached hereto as Exhibit “B”) in terms of Article 2596
of the Federal Civil Code and its correlatives for the other States of Mexico and the Federal
District, in order to allow the Pledgee to exercise such voting rights over the Pledged Shares as
provided herein.
(c) To the extent it does not result in a breach of or conflict with the terms and conditions
of this Agreement, the Indenture, the other Transaction Documents or the rights and remedies of the
Pledgee under this Agreement, Indenture or the other Transaction Documents or the ability of the
Pledgee to exercise any such rights and unless an Event of Default shall have occurred and be
continuing, the Pledgor shall have the right to receive and retain any and all dividends or other
capital distributions of any nature paid or payable in connection with the Pledged Equity Interest
(collectively, the “Distributions”).
(d) Upon the occurrence and continuance of an Event of Default, all Distributions, whenever
paid or made, shall (i) be delivered by the Company directly to the Pledgee to be applied as
provided hereunder and shall, if received by the Pledgor, be received in deposit for the benefit of
the Pledgee, be segregated from the other property or funds of the Pledgor and be forthwith
delivered to the Pledgee in the same form as so received; and (ii) be subject to the Security
Interest and considered as an integral part of the Pledged Equity Interest pursuant to this
Agreement.
- 12 -
(e) The rights of the Pledgee hereunder shall not be conditioned or contingent upon the
exercise by the Pledgee of any right or remedy against the Pledgor or any other Person which may be
or become liable in respect of all or any part of the Secured
Obligations or against any collateral security, guarantee or right of offset with respect
thereto. The Pledgee shall not be liable for any failure to demand, collect or realize upon all or
any part of the rights corresponding to the Pledged Equity Interest or for any delay in doing so,
nor shall the Pledgee be under any obligation to sell or otherwise dispose of the Pledged Equity
Interest upon the request of the Pledgor or any other person, or to take any other action
whatsoever with regard to the Pledged Equity Interest or any part thereof. The Pledgee and the
Secured Parties shall be free and clear of any liability arising from or in connection with the
exercise of or failure to exercise the voting rights relating to the Pledged Shares, and shall be
indemnified thereof pursuant to Clause Sixth below. The exercise of the voting rights set forth
herein by the Pledgee shall not impair the exercise of any other rights of the Pledgee provided in
this Agreement.
Fifth. Covenants of the Pledgor. So long as this Agreement is in effect, the Pledgor covenants
and agrees (i) to not create, incur, assume, or permit to exist any Lien in favor of, or any claim
of any Person with respect to, the Pledged Equity Interest, whether now held or hereafter
subscribed, except for the Security Interest or as permitted under the Indenture or the other
Transaction Documents; (ii) to not sell, transfer, assign, pledge, deliver, transfer in trust,
grant, usufruct or otherwise dispose of, or grant any option with respect to, the Pledged Equity
Interest or any interest therein except for a Permitted Transfer; (iii) to execute and deliver all
documents and do such things relating to the Security Interest in order to protect and maintain the
Security Interest and to protect and preserve the Pledgor’s and/or the Pledgee’s title and interest
in and to the Pledged Equity Interest, and pay all costs arising from or in connection therewith;
and (iv) to pay any and all taxes, assessments, and other charges of any nature which may be
imposed, levied or assessed against or with respect to the Pledged Equity Interest, except for
those taxes that are contested in good faith.
Sixth. Safekeeping of the Pledged Equity Interest; Indemnity.
(a) The obligations of the Pledgee with respect to the safekeeping and preservation of the
Pledged Equity Interest shall be limited to the obligations imposed by the Law. Any actions carried
out by the Pledgee for the safekeeping and preservation of the Pledged Equity Interest shall be at
the sole expense and risk of the Pledgor.
(b) The Pledgor hereby covenants and agrees to protect, indemnify, reimburse, defend and hold
the Pledgee and its affiliates, and their respective officers, directors, employees, agents and
advisors (each, an “Indemnified Party”), free and harmless, at Pledgor’s sole cost and
expense, from and against any and all liabilities, losses, suits, proceedings, penalties,
judgments, Liens, assessments, claims, damages, out-of-pocket costs, disbursements and expenses and
fees of any kind (including, without limitation, fees and expenses of its attorneys and agents)
incurred, which may at any time be imposed upon, incurred by or asserted against any Indemnified
Party, arising from or in connection with or by reason of (including, without limitation, in
connection with any litigation or proceeding or preparation of a defense in connection therewith)
(i) the execution, delivery and performance of this Agreement, any amendment thereto and any of the
transactions
contemplated therein; (ii) the perfection and maintenance of the Security Interest created
hereby; (iii) the exercise of any of the rights derived from or in connection with the Pledged
Equity Interest; and (iv) the exercise by the Pledgee of any rights under and pursuant to this
Agreement, but excluding any such liabilities, losses, suits, proceedings, penalties, judgments,
Liens, assessments, claims, damages, costs, disbursements, expenses and fees incurred by reason of
gross negligence, willful misconduct or breach of this Agreement by, the Pledgee, as determined by
a court of competent jurisdiction in a final and non-appealable judgment. Notwithstanding anything
herein to the contrary, the rights, protections, immunities and indemnities afforded to the Pledgee
under the Collateral Trust Agreement, shall be incorporated in this Agreement as though explicitly
set forth herein.
- 13 -
Seventh. Events of Default.
(a) Upon the existence of an Event of Default (i) each and every right of the Pledgor to
exercise or refrain from exercising any voting and other rights which it would otherwise be
entitled to exercise pursuant to Clause Fourth hereof shall cease and be exercised thereafter by
the Pledgee and (ii) the Pledgee is hereby expressly and irrevocably authorized by the Pledgor to
foreclose upon the Pledged Equity Interest pursuant to the provisions of Clause Eighth of this
Agreement, and to exercise its rights in any other manner as set forth in the Law.
(b) The Pledgor shall notify the Pledgee in writing, as soon as practicable, but in any event
within 2 (two) Business Days following the date on which the Pledgor becomes aware of the
occurrence and continuance of any event that constitutes, or after notice or passage of time or
both would constitute, an Event of Default.
Eighth. Foreclosure.
(a) The Pledgor hereby expressly and irrevocably agrees that upon the occurrence and during
the continuation of an Event of Default, the Pledgee may, at the expense of the Pledgor, foreclose
upon the Security Interest and request the sale of the Pledged Equity Interest pursuant to Article
341 of the Law, or exercise its rights in any other manner as set forth in the Law, in order to
seek payment of the Secured Obligations. Such sale shall be subject to the provisions set forth in
the Public Telecommunications Network Concession (concesión de red pública de telecomunicaciones)
held by the Company as well as in the Federal Telecommunications Law (Ley Federal de
Telecomunicaciones) and the General communications Law (Ley de Vías Generales de Comunicación).
(b) The Pledgor and the Company shall take any and all actions and/or initiate any and all
proceedings that may be necessary or convenient to facilitate the execution and transfer of the
Pledged Equity Interest, subject to the provisions set forth in the Public Telecommunications
Network Concession (concesión de red pública de telecomunicaciones) held by the Company as well as
in the Federal Telecommunications Law (Ley Federal de Telecomunicaciones) and the General
Communications Law (Ley de Vías Generales de Comunicación). The Pledgor further agrees to do or
cause to be done all such other acts as may be necessary or convenient to expedite such sale or
sales of all or any portion of the
Pledged Equity Interest, and to execute and deliver such documents and take such other action
so that such sale may be in compliance with applicable law. All proceeds derived from the sale of
the Pledged Equity Interest shall be applied by the Pledgee to the payment of the Secured
Obligations in the order required by the Transaction Documents.
- 14 -
(c) Due to the fact that some of the Secured Obligations are monetary obligations denominated
in Dollars or in another foreign currency and payable outside of Mexico, in order to satisfy such
Secured Obligations, any and all amounts in Pesos that are received by the Pledgee shall be, in the
case of Secured Obligations that must be discharged in foreign currency exchanged by the Pledgee in
a foreign exchange transaction into Dollars or the applicable optional currency with the financial
institution selected by the Pledgee, at the most favorable exchange rate that such financial
institution may offer at that time, and the currency so exchanged shall be applied by the Pledgee
to the payment of such Secured Obligations pursuant to the provisions of the Indenture or the other
Transaction Documents. The Pledgee shall have no liability in respect of the spot exchange rates
offered by such financial institutions (which may be the Pledgee or an affiliate thereof).
(d) All distributions and amounts in the event payable to Pledgee pursuant to this Agreement
or any of the Secured Obligations shall be payable at the address of the Pledgee as described in
Clause Thirteenth of this Agreement. All amounts payable to Pledgee by the Pledgor shall be made
in Dollars.
Ninth. Capacity of Collateral Trustee. The Pledgor (i) hereby expressly and irrevocably
acknowledges that the Pledgee, in its capacity as Collateral Trustee, has all necessary
appointments, legal capacity and authority to act in the name and on behalf of the Secured Parties
for all matters arising from or relating to this Agreement and (ii) hereby expressly and
irrevocably waives its rights to carry out any action challenging the legal existence,
appointments, legal or other capacity and authority of the Pledgee to act in the name and on behalf
of the Secured Parties for all matters arising from, or relating to, this Agreement.
Tenth. Taxes and Expenses.
(a) The Pledgor shall pay to the Pledgee upon demand an amount equal to all reasonable and
documented costs, losses, expenses and other liabilities on a full indemnity basis (including legal
fees and expenses on a full indemnity basis and goods and services and similar taxes thereon and
those of the Pledgee’s agents) incurred or sustained by the Pledgee or any other Secured Party in
connection with (i) the negotiation, preparation, execution, registration, delivery, administration
and release of this Agreement (in accordance with the terms of the Collateral Trust Agreement);
(ii) the exercise, enforcement or preservation, or attempted exercise, enforcement or preservation,
of any right under this Agreement, or in suing for or recovering any amounts under this Agreement
in any circumstance; and (iii) the granting of any waiver or consent under, or the giving of any
variation or release of, this Agreement.
(b) The Pledgor shall pay all stamp, documentary, transaction, registration, excise, property
and other like duties and taxes (including fines, interest and penalties), if
any, which may be payable or determined to be payable in connection with the execution,
delivery, registration, performance, exercise of any right under, or enforcement or variation of,
this deed, and shall indemnify each Secured Party against all liabilities with respect to, or
resulting from, any delay or omission to pay any such duties or taxes.
- 15 -
Eleventh. Assignments. The rights and obligations arising from this Agreement may not be assigned or
transferred by the Pledgor or the Pledgee to any third party without the prior written consent of
the other party; provided, however, that the Pledgee may assign or transfer, in whole or in part,
its rights and obligations hereunder without the prior consent of the Pledgor to the assignee or
transferee of the Pledgee under the Collateral Trust Agreement.
Twelfth. Amendments. This Agreement may not be changed, amended or modified except in a writing
expressly intended for such purpose and executed by the parties hereto. The Pledgee shall not be
obligated to enter into any amendment, waiver or alteration that affects the Pledgee’s own rights,
duties, immunities or indemnities under the Collateral Trust Agreement or otherwise.
Thirteenth. Notices. Any notice or communication by the a party to each other is duly given if in
writing, in both English and Spanish languages, and delivered in Person or by first class mail
(registered or certified, return receipt requested), facsimile transmission or overnight air
courier guaranteeing next day delivery, to the others’ address.
If to the Pledgor: |
Satélites Mexicanos, S.A. de C.V.
Avenida Paseo de la Reforma número doscientos veintidos, pisos
veinte y veintiuno, colonia Xxxxxx, delegación Xxxxxxxxxx,
Xxxxxxxx Xxxxxxx, Xxxxxx, xxxxxx xxxxxx 00000
Tel.: (00) 0000 0000
Fax: (00) 0000 0000
Attention: Xxxxx Xxxxxx Bernabeu
Avenida Paseo de la Reforma número doscientos veintidos, pisos
veinte y veintiuno, colonia Xxxxxx, delegación Xxxxxxxxxx,
Xxxxxxxx Xxxxxxx, Xxxxxx, xxxxxx xxxxxx 00000
Tel.: (00) 0000 0000
Fax: (00) 0000 0000
Attention: Xxxxx Xxxxxx Bernabeu
If to the Pledgee:
Xxxxx Fargo Bank, National Association
00 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: 000-000-0000
Attention: Corporate Trust Services
Administrator for Satmex
00 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: 000-000-0000
Attention: Corporate Trust Services
Administrator for Satmex
If to the Company:
Enlaces Integra, S. de X.X. de C.V.
Tel.: (00) 0000 0000
Fax: (00) 0000 0000
Attention: Xxxxx Xxxxxx Bernabeu
Tel.: (00) 0000 0000
Fax: (00) 0000 0000
Attention: Xxxxx Xxxxxx Bernabeu
- 16 -
All notices and communications will be deemed to have been duly given: at the time delivered by
hand, if personally delivered; 5 (five) Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business
Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day
delivery.
Fourteenth. Exhibits and Captions. All documents attached hereto or to which reference is made herein
are hereby incorporated by reference into, and shall be deemed a part of, this Agreement. The
captions and headings contained in this Agreement are for convenience only and shall in no way
define, limit or describe the scope or intent (or otherwise affect the interpretation) of any
provision of this Agreement.
Fifteenth. Further Assurances. The Pledgor agrees to promptly execute and deliver or cause to be
executed and delivered to the Pledgee, any and all documents, instruments and agreements deemed
necessary or convenient to give effect to or carry out the terms or intent of this Agreement,
including, without limitation, to protect and maintain the Security Interest and to protect and
preserve the Pledged Equity Interest, and pay all reasonable and documented out-of-pocket costs and
expenses arising from or in connection therewith.
Sixteenth. Jurisdiction, Governing Law. For all matters relating to the interpretation and
fulfillment of this Agreement, the parties hereto expressly and irrevocably submit to the
applicable laws of Mexico, and to the jurisdiction of the competent courts sitting in Mexico,
Federal District, Mexico, and the parties hereby expressly and irrevocably waive their rights to
any other jurisdiction to which they may be entitled to by reason of their present or any future
domiciles, or for any other reason.
Seventeenth. Pledgee’s Rights. Pledgee’s rights hereunder are in addition to and not in
lieu of any rights created or established in its favor pursuant to applicable legislation.
- 17 -
IN WITNESS WHEREOF, the parties hereto execute this Agreement, on this 26th day of
May, 2011.
The Pledgor:
|
The Pledgee: | |||
Satélites Mexicanos, S.A. de X.X.
|
Xxxxx Fargo Bank, National Association, not in its individual capacity, but solely in its capacity as Collateral Trustee | |||
/s/ Xxxxx Xxxxxx Bernabeu
|
/s/ Xxxxxxx Xxxxxxxxx de la Fuente | |||
Title: Attorney-in-fact
|
Title: Attorney-in-fact | |||
With the acknowledgment of: |
||||
Enlaces Integra, S. de X.X. de C.V. |
||||
By: /s/ Xxxxx Xxxxxx Bernabeu
|
||||
Name: Xxxxx Xxxxxx Bernabeu
|
||||
Title: Attorney-in-fact |
- 18 -
[DATE]
Satélites Mexicanos, S.A. de C.V.
[ADDRESS]
Attention: [•]
[ADDRESS]
Attention: [•]
This Termination Notice is delivered pursuant to Clause Third of the Equity Interest Pledge
Agreement dated [•], 2011 (as amended, amended and restated, supplemented or otherwise modified
from time to time, the “Agreement”), entered into by and between Satélites Mexicanos, S.A.
de C.V., as pledgor, and Xxxxx Fargo Bank, National Association, not in its individual capacity but
solely in its capacity as Collateral Trustee pursuant to the Collateral Trust Agreement (as such
term is defined in the Agreement), on behalf and for the benefit of the Secured Parties (as such
term is defined in the Pledge Agreement), as pledgee, with the consent and acknowledgment of
Enlaces Integra, S. de X.X. de C.V. (the “Company”). Capitalized terms used and not
otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.
By means of this Termination Notice, the undersigned, acting as Pledgee under the Agreement,
hereby notifies you that the Collateral Trustee has received notice from the Secured Debt
Representative that all the Secured Obligations have been duly satisfied, fulfilled and discharged
in full in accordance with the Indenture and the other Transaction Documents and, therefore, the
Agreement is hereby terminated, the Security Interest created thereby is hereby terminated and
released and the termination and release of the Security Interest shall be reflected in the
Company’s partners registry book.
Sincerely,
Xxxxx Fargo Bank, National Association, not in its individual capacity, but solely as Collateral
Trustee
| By: | ||||
| Name: | [ ] | |||
| Title: | Attorney-in-Fact | |||
Exhibit A-1
[To be granted before a Mexican Notary Public]
| PODER ESPECIAL | SPECIAL POWER OF ATTORNEY | |
En la Ciudad de [•] el [•],
2011, ante mi [•], Notario
Público, compareció el Señor
[•] en su carácter de
representante de Satélites
Mexicanos, S.A. de C.V. (la
“Sociedad”) una sociedad anónima de capital variable
debidamente constituida y
existente de conformidad con
las leyes de México y expone:
|
In the City of [•], on [•], 2011, before me [•] Notary Public, appeared Mr. [•], in his capacity as attorney-in-fact of Satélites Mexicanos, S.A. de C.V. (the “Company”), a sociedad anónima de capital variable organized and existing pursuant to the laws of México and declared: | |
Que en nombre y representación
de la Sociedad y de
conformidad con los poderes
que le confiere la Sociedad, por medio del presente otorga:
|
That in the name and on behalf of the Company, and in accordance with the powers conferred by the Company, hereby grants: | |
Un PODER ESPECIAL IRREVOCABLE
con facultades de delegación
en términos de los artículos
2,554 y 2,596 del Código Civil
Federal y sus correlativos de
los Estados de los Estados
Unidos Mexicanos y el Distrito
Federal, al tratarse de una
obligación en un contrato
bilateral, a favor de Wells
Fargo Bank, National
Association [las personas que
xxxx designadas por el
Acreedor Prendario], en su
capacidad de Acreedor
Prendario, a fin de que
convoque y asista a las
asambleas generales de socios
de Enlaces Integra, S. de X.X.
de C.V. (“Enlaces”) y vote, a
través de sus representantes,
la parte social propiedad de
la Sociedad afectada en prenda
conforme al Contrato de Prenda
sobre Partes Sociales de fecha
[•] de 2011 celebrado entre
otras partes, por la Sociedad,
como deudor prendario y Xxxxx
Fargo Bank, National
Association, como acreedor
prendario, (según sea
adicionado o modificado de
tiempo en tiempo; en lo
sucesivo el “Contrato de
Prenda”), en los asuntos que
traten las asambleas generales
de socios o que resuelvan los
socios mediante resoluciones
adoptadas fuera de asamblea de
Enlaces para ser solo ejercido
al ocurrir y mientras exista
un Evento de Incumplimiento en
los términos y bajo las
condiciones previstas en el
inciso (b) de la Cláusula
Cuarta del Contrato de Prenda.
|
An IRREVOCABLE SPECIAL POWER OF ATTORNEY with authority to delegate such power granted pursuant to articles 2,554 and 2,596 of the Federal Civil Code and its correlative Articles of the Civil Codes of Mexico and the Federal District, as required by a bilateral agreement, in favor of Xxxxx Fargo Bank, National Association [the persons designated by the Pledgee], individually and in its capacity as Pledgee, in order to call and attend the general partners meetings of Enlaces Integra, S. de X.X. de C.V. (“Enlaces”) and vote, through its representatives, the equity interest owned by the Company which has been pledged under the Equity Interest Pledge Agreement dated [•], 2011, entered into by, among others, the Company, as pledgor, and Xxxxx Fargo Bank, National Association, as pledgee (as the same may be amended, modified or supplemented, from time to time, hereinafter, the “Pledge Agreement”), in the matters discussed at the general partners meetings or resolved by resolutions outside of a meeting by the partners of Enlaces, to be exercised only upon the occurrence and continuation of an Event of Default under the terms and conditions set forth in paragraph (b) of Clause Fourth of the Pledge Agreement. |
Exhibit B-1
| PODER ESPECIAL | SPECIAL POWER OF ATTORNEY | |
El poder antes mencionado
estará vigente en tanto
permanezca insoluta
cualesquier Obligaciones
Garantizadas (según se define
en el Contrato de Prenda).
|
The above mentioned power of attorney shall be effective as long as there are any Secured Obligations (as defined in the Pledge Agreement) outstanding. | |
Para efectos del párrafo
quinto del Artículo 2554 del
Código Civil Federal, el mismo se transcribe a continuación:
|
For purposes of paragraph fifth of Article 2554 of the Federal Civil Code, a transcription thereof follows: | |
“Artículo 2554. En todos los
poderes generales para pleitos
y cobranzas bastará que se
diga que se otorga con todas
las facultades generales y las
especiales que requieran
cláusula especial conforme a
xx xxx para que se entiendan
conferidos sin limitación
alguna.
|
“Article 2554. In all general powers of attorney for lawsuits and collections it shall be sufficient to say that they are granted with all the general powers and with the special powers requiring special clause in accordance with the law in order that they may be considered as granted without any limitation. | |
En los poderes generales para
administrar bienes, bastará
expresar que se xxx con este
carácter para que el apoderado
tenga toda clase de facultades
administrativas.
|
In general powers of attorney to administer property, it shall be sufficient to state that they are given with that character, in order that the attorneys-in-fact may have all kinds of administrative powers. | |
En los poderes generales, para
ejercer actos de dominio,
bastará que se den con ese
carácter para que el apoderado
tenga todas las facultades xx
xxxxx, tanto en lo relativo a
los bienes, como para hacer
toda clase de gestiones, a fin
de defenderlos.
|
In general powers of attorney to exercise acts of ownership, it shall be sufficient that they be given with that character, in order that the attorneys-in-fact may have all the powers of an owner, both with respect to the property, and to take all actions to defend it. | |
Cuando se quisieren limitar,
en los tres casos antes
mencionados, las facultades de
los apoderados, se consignarán
las limitaciones, o los
poderes serán especiales.
|
If in any of the aforesaid three cases it should be desired to limit the authority of the attorneys-in-fact, the limitation shall be set out, or the powers of the attorneys-in-fact shall be special powers of attorney. | |
Los Notarios insertarán este
Artículo en los testimonios de
los poderes que otorguen.”
|
Notaries shall insert this Article in the instruments of powers of attorney which they execute.” | |
EN TESTIMONIO DE LO CUAL, el
presente poder se otorga como
un instrumento público y se
entrega el [•] de [•] de 2011.
|
IN WITNESS WHEREOF this power-of- attorney is executed as a Public Deed and delivered on [•], 2011. |
Exhibit B-2
