PLEDGE AGREEMENT
EXHIBIT 2.28
EXECUTION COPY
PLEDGE AGREEMENT, dated as of December 30, 2008 (as amended from time to time, the
“Agreement”), by and between Satélites Mexicanos, S.A. de C.V., a corporation (sociedad
anónima de capital variable) organized under the laws of the United Mexican States (the
“Pledgor”), in favor of HSBC Bank USA, National Association, as the collateral trustee (in
such capacity, together with its successors in such capacity, the “Collateral Trustee”) for
the First Priority Holders under that certain First Priority Collateral Trust Agreement dated as of
November 30, 2006 (the “FPCTA”) among the Pledgor, each of the First Priority Guarantors
named therein, HSBC Bank USA, National Association, as indenture trustee (in such capacity,
together with its successors in such capacity, the “Indenture Trustee”), and the Collateral
Trustee.
Capitalized terms used herein and not otherwise defined herein are used herein (i) as defined
in the FPCTA or (ii) if not defined in the FPCTA, as defined in the Indenture (as defined below).
WHEREAS, the Pledgor and the Indenture Trustee are parties to an indenture dated as of
November 30, 2006 (as modified and supplemented and in effect from time to time, the
“Indenture”), providing, subject to the terms and conditions thereof, for the issuance of
First Priority Securities by the Pledgor and a guarantee by each First Priority Guarantor (as
defined in the Indenture) of the First Priority Obligations (as defined in the Indenture), as
described in Article IX of the Indenture.
WHEREAS, to induce the First Priority Holders to purchase the First Priority Securities under
the Indenture and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Pledgor and each First Priority Guarantor granted a first-priority
lien in the First Priority Collateral in favor of the Collateral Trustee, and promised to cause any
new Restricted Subsidiary created after the issuance of the First Priority Securities to, among
other things, execute and deliver such First Priority Guarantees, security agreements, mortgages,
stock pledge trust agreements and other documents and instruments, and take such other actions as
the Collateral Trustee deems necessary or advisable to grant a perfected security interest in the
Capital Stock of such new Restricted Subsidiary to the Collateral Trustee, for the benefit of the
beneficiaries of the FPCTA.
WHEREAS, Alterna’TV Corporation (the “Subsidiary”), a Delaware corporation was
incorporated by the Pledgor on the date hereof and is a Restricted Subsidiary.
WHEREAS, the Pledgor is the owner of all of the Capital Stock of the Subsidiary, as described
in Schedule A hereto (the “Pledged Stock”).
WHEREAS, as required by the Indenture and the FPCTA, the Pledgor has agreed to pledge the
Pledged Stock to the Collateral Trustee as security for the First Priority Obligations, as set
forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
I.
DEFINITIONS AND RELATED MATTERS
DEFINITIONS AND RELATED MATTERS
Section 1.01 Definitions. The following terms with initial capital letters have the
following meanings:
“Charges” means all governmental taxes, levies, assessments or charges that, if not
paid when due, may result in a Lien against the Collateral (as defined below).
“Excluded Property” means assets subject to (A) any interest or title of a lessor
under any lease entered into by the Pledgor or any Restricted Subsidiary in the ordinary course of
its business and covering only the assets so leased or (B) purchase money Liens and Liens in
respect of Capital Lease Obligations, the Indebtedness related to which is otherwise permitted
under the Indenture.
“Security Interest” has the meaning given to such term in Section 2.01 hereof.
“Supplemental Documentation” means financing statements, continuation statements,
consents, acknowledgments, assignments, schedules of Collateral and other instruments or documents
necessary or requested by the Collateral Trustee (i) to perfect and maintain perfected the Security
Interest on any Collateral, subject only to Permitted Liens or (ii) so that the Collateral Trustee
receives all interest, dividends and distributions from time to time paid with respect to, and all
other Proceeds of, all Collateral the Collateral Trustee is entitled to receive hereunder.
“UCC” means the Uniform Commercial Code (as amended from time to time) of the State of
New York or, to the extent applicable to the attachment, perfection, priority or enforcement of the
Security Interest in any Collateral, the Uniform Commercial Code of any other state.
Section 1.02 Terms Used in the UCC. Unless the context clearly otherwise requires,
all lower-case terms used and not otherwise defined herein that are used or defined in Article 9 or
8 (or any equivalent subpart) of the UCC have the same meanings herein.
II.
THE SECURITY INTEREST
THE SECURITY INTEREST
Section 2.01 Security Interest. To secure the payment and performance of the First
Priority Obligations as and when due, the Pledgor hereby conveys, pledges, assigns and transfers to
the Collateral Trustee, and grants to the Collateral Trustee a security interest (the “Security
Interest”) in, all right, title, claim and interest of the Pledgor in and to the following
property, whether now owned and existing or hereafter acquired or arising, and wherever located
(such property being, collectively, the “Collateral”): (a) the Pledged Stock and any and
all certificates and instruments representing or evidencing the Pledged Stock; (b) all Capital
Stock issued by the Subsidiary, or any successor thereto, that the Pledgor acquires or has the
right to acquire from time to time in any manner in substitution for or in addition to any of the
foregoing, together with all certificates and instruments representing or evidencing such Capital
Stock; (c) all rights, powers and privileges of the Pledgor under or with respect to any of the
foregoing; and (d) any
and all proceeds and products of any of the foregoing, whether now held and existing or
hereafter acquired or arising, including any and all cash, securities, instruments and other
property from time to time paid, payable or otherwise distributed in respect of or in exchange for
any or all of the foregoing (collectively, the “Proceeds”).
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III.
WARRANTIES AND REPRESENTATIONS
WARRANTIES AND REPRESENTATIONS
The Pledgor makes the following representations and warranties, all of which shall survive
until termination of this Agreement pursuant to Section 6.04:
Section 3.01 Title to Collateral; Validity and Perfection of Security Interest; Absence of
Other Liens. The Pledgor has good and marketable title to all Collateral. The Security
Interest constitutes a valid and perfected Lien in all of the Collateral and secures payment and
performance of the First Priority Obligations. The Collateral is free and clear of all Liens other
than the Security Interest in favor of the Collateral Trustee and Permitted Liens.
Section 3.02 Enforceability. This Pledge Agreement creates a valid, enforceable and
perfected pledge of the Collateral by the Pledgor in favor of the Collateral Trustee.
IV.
COVENANTS AND AGREEMENTS
COVENANTS AND AGREEMENTS
Section 4.01 Delivery of Pledged Collateral, Etc. On the date hereof, the Pledgor is
delivering to the Collateral Trustee all Collateral consisting of certificated securities,
instruments or the like the physical possession of which is necessary in order for the Security
Interest to be perfected or delivery of which was requested by the Collateral Trustee to assure the
priority of the Security Interest therein (such Collateral being “Pledged Collateral”).
The Pledgor shall deliver to the Collateral Trustee promptly after acquisition thereof all Pledged
Collateral acquired after the date hereof. All Pledged Collateral shall be in suitable form for
transfer by delivery, or be duly endorsed to the order of the Collateral Trustee or accompanied by
duly executed instruments of transfer or assignment in blank, all in form and substance
satisfactory to the Collateral Trustee. The Collateral Trustee shall have the right, at any time
in its discretion and without notice to the Pledgor, to transfer to or to register in the name of
the Collateral Trustee or its nominee any or all of the Collateral, subject only to the revocable
rights specified in Section 4.06(a).
Section 4.02 Power of Attorney. The Pledgor hereby irrevocably appoints the
Collateral Trustee and its employees and agents as the Pledgor’s true and lawful attorneys-in-fact,
with full power of substitution, to do (a) all things required to be done by the Pledgor under this
Agreement, and (b) to do all things that the Collateral Trustee may deem necessary or advisable to
assure the attachment, perfection and first priority of the Security Interest or otherwise to
exercise the rights and remedies of the Collateral Trustee hereunder or carry out the intent of
this Agreement (including by voting any Collateral as contemplated by Section 4.06
hereof), in each case irrespective of whether an Event of Default then exists (except as
otherwise provided herein) and at the Pledgor’s expense. Without limitation, the Collateral
Trustee and its officers and agents shall be entitled to affix, by facsimile signature or
otherwise, the general or special endorsement of the Pledgor, in such manner as the Collateral
Trustee shall deem advisable, to any Collateral that has been delivered to or obtained by the
Collateral Trustee without appropriate endorsement or assignment, which endorsement shall be
effective for all purposes.
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Section 4.03 Payment of Charges and Claims. The Pledgor shall pay (a) all Charges
imposed upon any Collateral, and (b) all claims that have become due and payable and, under
applicable law, have or may become Liens (other than Permitted Liens) upon any Collateral, in each
case before any penalty shall be incurred with respect thereto. If the Pledgor fails to pay or
obtain the discharge of any Charge, claim or Lien required to be paid or discharged under this
Section and asserted against any Collateral, the Collateral Trustee may, at any time and from time
to time, in its sole discretion and without waiving or releasing any obligation of the Pledgor
under this Agreement or waiving any Event of Default, make such payment, obtain such discharge or
take such other action with respect thereto as the Collateral Trustee deems advisable.
Section 4.04 Duty of Care. The Collateral Trustee shall have no duty of care with
respect to the Collateral, except that the Collateral Trustee shall have an obligation to exercise
reasonable care with respect to Collateral in its possession; provided that (i) the
Collateral Trustee shall be deemed to have exercised reasonable care if Collateral in its
possession is accorded treatment substantially comparable to that which the Collateral Trustee
accords its own property or treatment substantially in accordance with actions requested by the
Pledgor in writing, and (ii) the Collateral Trustee shall have no obligation to take any actions to
preserve rights against other parties with respect to any Collateral. Without limitation, the
Collateral Trustee shall (A) bear no risk or expense with respect to any Collateral and (B) have no
duty with respect to calls, conversions, presentments, maturities, notices or other matters
relating to Collateral, or to maximize interest or other returns with respect thereto.
Section 4.05 Sale of Collateral; Further Encumbrances. Except as permitted by the
Indenture, the Pledgor shall not (a) sell, lease or otherwise dispose of any Collateral, or any
interest therein, or (b) grant or suffer to exist any Lien (other than Permitted Liens) in or on
any Collateral. If any Collateral, or any interest therein, is disposed of in violation of these
provisions, the Security Interest shall continue in such Collateral or interest notwithstanding
such disposition, the person to which the Collateral or interest is being transferred shall be
bound by this Agreement, and the Pledgor shall deliver all Proceeds thereof to the Collateral
Trustee to be held as Collateral hereunder.
Section 4.06 Voting Rights; Distributions.
(a) So long as no Event of Default shall exist, the Pledgor shall be entitled to exercise any
and all voting and other consensual rights pertaining to any Collateral, for any purpose not
inconsistent with the terms of this Agreement and the First Priority Obligations. So long as an
Event of Default shall exist, at the sole option of the Collateral Trustee, any or all rights of
the Pledgor to exercise voting and other consensual rights shall cease, and the Collateral Trustee,
if and when it notifies the Pledgor of the exercise of such option, shall have the sole right to
exercise any or all such voting and other consensual rights.
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(b) To the extent required by the Indenture, the Pledgor shall cause any and all cash and
other property paid or otherwise distributed in respect of the Collateral, any and all Collateral
from time to time issued in addition thereto or substitution therefor, and any and all other
Proceeds, to be paid and delivered to the Collateral Trustee, to be held as Collateral hereunder.
(c) All cash and other property required to be delivered to the Collateral Trustee hereunder
shall, if received by the Pledgor, be received in trust for the benefit of the Collateral Trustee,
be segregated from the other property of the Pledgor, and promptly be delivered to the Collateral
Trustee in the same form as so received (with any appropriate endorsements or assignments).
V.
EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT
EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT
Section 5.01 Remedies. If upon or after the occurrence of any Event of Default, the
Collateral Trustee elects to exercise remedies under this Agreement then, whether or not all the
First Priority Obligations shall have become immediately due and payable:
(a) In addition to all its other rights, powers and remedies under this Agreement and
applicable law, the Collateral Trustee shall have, and may exercise, any and all of the rights,
powers and remedies of a secured party under the UCC, all of which rights, powers and remedies
shall be cumulative and not exclusive, to the extent permitted by applicable law.
(b) The Collateral Trustee shall have the right, all at the Collateral Trustee’s sole option
and as the Collateral Trustee in its discretion may deem necessary or advisable, to do any or all
of the following: (A) foreclose the Security Interest by any available judicial procedure or
without judicial process; (B) collect by legal proceedings or otherwise all dividends,
distributions, interest, principal or other sums now or hereafter payable upon or on account of the
Collateral; and (C) exercise any and all other rights, powers, privileges and remedies of an owner
of the Collateral.
(c) The Collateral Trustee shall have the right to sell or otherwise dispose of all or any
Collateral at public or private sale or sales, with such notice as may be required by applicable
law, in lots or in bulk, at any exchange, over the counter or at any of the Collateral Trustee’s
offices or elsewhere, for cash or on credit, with or without representations or warranties, all as
the Collateral Trustee, in its sole discretion, may deem advisable. The Collateral need not be
present at any such sales. If sale of all or any part of the Collateral is made on credit or for
future delivery, the Collateral so sold may be retained by the Collateral Trustee until the sale
price is paid by the purchaser thereof, but the Collateral Trustee shall not incur any liability in
case any such purchaser shall fail to take up and pay for the Collateral so sold and, in case of
any such failure, such Collateral may be sold again upon like notice. The Collateral Trustee shall
not be obligated to make any sale of the Collateral regardless of notice of
sale having been given. The Collateral Trustee may purchase all or any part of the Collateral
at public or, if permitted by applicable law, private sale, and in lieu of actual payment of the
purchase price, the Collateral Trustee may apply against such purchase price any amount of the
First Priority Obligations.
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(d) The Collateral Trustee shall not be required to register or qualify any of the Collateral
that constitutes securities under applicable state or federal securities laws in connection with
any sale or other disposition thereof if such disposition is effected in a manner that complies
with all applicable federal and state securities laws. The Collateral Trustee shall be authorized
at any such disposition (if it deems it advisable to do so) to restrict the prospective bidders or
purchasers to persons who will represent and agree that they are “accredited investors” or
“qualified institutional buyers” under applicable law and purchasing the Collateral for their own
account for investment and not with a view to the distribution or sale thereof. If any such
Collateral is sold at private sale, the Pledgor agrees that if such Collateral is sold in a manner
that the Collateral Trustee in good faith believes to be reasonable under the circumstances then
existing, then (A) the sale shall be deemed to be commercially reasonable in all respects, (B) the
Pledgor shall not be entitled to a credit against the First Priority Obligations in an amount in
excess of the purchase price, and (C) the Collateral Trustee shall not incur any liability or
responsibility to the Pledgor in connection therewith, notwithstanding the possibility that a
substantially higher price might have been realized at a public sale. The Pledgor recognizes that
a ready market may not exist for such Collateral if it is not regularly traded on a recognized
securities exchange, and that a sale by the Collateral Trustee of any such Collateral for an amount
substantially less than the price that might have been achieved had the Collateral been so traded
may be commercially reasonable in view of the difficulties that may be encountered in attempting to
sell Collateral that is privately traded.
Section 5.02 Application of Proceeds.
(a) Any cash proceeds received by the Collateral Trustee in respect of any sale of, collection
from, or other realization upon, all or any part of the Collateral shall be held by the Collateral
Trustee or applied as specified in the FPCTA.
(b) The Pledgor and any other person then obligated therefor shall pay to the Collateral
Trustee on demand any deficiency with regard to the First Priority Obligations that may remain
after such sale, collection or realization of or upon the Collateral.
Section 5.03 Notice. Unless the Collateral is perishable or threatens to decline
speedily in value or is of a type customarily sold on a recognized market, the Collateral Trustee
will send or otherwise make available to the Pledgor reasonable notice of the time and place of any
public sale or of the time on or after which any private sale of any Collateral is to be made. The
Pledgor agrees that any notice required to be given by the Collateral Trustee of a sale or other
disposition of Collateral, or any other intended action by the Collateral Trustee, that is received
in accordance with the provisions set forth in Section 6.06 hereof, ten days prior to such proposed
action shall constitute commercially reasonable and fair notice thereof to the Pledgor. The
Collateral Trustee may adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor and such sale may, without further notice, be made at the time and
place to which it was so adjourned. The Pledgor hereby waives any right to
receive notice of any public or private sale of any Collateral or other security for the First
Priority Obligations except as expressly provided for in this Section.
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VI.
GENERAL
GENERAL
Section 6.01 Collateral Trustee’s Expenses, Including Attorneys’ Fees. Regardless of
the occurrence of an Event of Default, the Pledgor agrees to pay to the Collateral Trustee any and
all advances, charges, costs and expenses, including the reasonable fees and expenses of counsel
and any experts or agents, that the Collateral Trustee may incur in connection with (a) the
creation, perfection or continuation of the Security Interest or protection of its priority or the
Collateral, including, while an Event of Default exists, the discharging of any prior or junior
Lien (other than Permitted Liens) or adverse claim against the Collateral or any part thereof,
(c) the custody, preservation or sale of, collection from, or other realization upon, any of the
Collateral, (d) while an Event of Default exists, the exercise or enforcement of any of the rights,
powers or remedies of the Collateral Trustee under this Agreement or under applicable law or
(e) the failure by the Pledgor to perform or observe any of the provisions hereof. All such
amounts and all other amounts payable hereunder shall be payable on demand.
Section 6.02 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the Pledgor and the Collateral Trustee and their respective successors and
assigns. The Pledgor shall not assign or transfer any of its rights or obligations hereunder
without the prior written consent of the Collateral Trustee. The benefits of this Agreement shall
pass automatically with any assignment of the First Priority Obligations (or any portion thereof),
to the extent of such assignment.
Section 6.03 Payments Set Aside. Notwithstanding anything to the contrary herein
contained, this Agreement, the First Priority Obligations and the Security Interest shall continue
to be effective or be reinstated, as the case may be, if at any time any payment, or any part
thereof, of any or all of the First Priority Obligations is rescinded, invalidated, declared to be
fraudulent or preferential or otherwise required to be restored or returned by the Collateral
Trustee in connection with any bankruptcy, reorganization or similar proceeding involving the
Pledgor, any other party liable with respect to the First Priority Obligations or otherwise, if the
proceeds of any Collateral are required to be returned by the Collateral Trustee under any such
circumstances, or if the Collateral Trustee elects to return any such payment or proceeds or any
part thereof in its sole discretion, all as though such payment had not been made or such proceeds
not been received.
Section 6.04 Continuing Security Interest; Termination; Release.
(a) This Agreement shall create a continuing first priority security interest in the
Collateral and, except as provided below, the Security Interest and all agreements, representations
and warranties made herein shall survive until, and this Agreement shall terminate only upon, the
indefeasible payment in full of the First Priority Obligations.
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(b) Notwithstanding anything contained in Section 6.04(a), the Security Interest will be
released: (i) in whole, upon payment in full and satisfaction of the First Priority Obligations;
(ii) in whole, upon satisfaction and discharge of the Indenture as set forth under Section
10.15 thereof; (iii) in part, as to any Property constituting Collateral (A) that is sold or
otherwise disposed of by the Pledgor in a transaction permitted by Article III or Sections 4.5(a),
4.16(i), 4.16(j), 4.21 or 4.24 of the Indenture, to the extent of the interest sold or disposed of;
(B) that is used to make a Restricted Payment or Permitted Investment permitted by the Indenture;
(C) that becomes Excluded Property; (D) that is owned by a Subsidiary that is designated as an
Unrestricted Subsidiary; or (E) otherwise in accordance with, and as expressly provided for under,
the Indenture or any other First Priority Document; or (iv) with the consent of each First Priority
Holder of the First Priority Securities affected thereby (including, without limitation, consents
obtained in connection with a tender offer or exchange offer for, or purchase of, First Priority
Securities); provided, that, in the case of any release in whole pursuant to clause (i) above, all
amounts owing to the Collateral Trustee or Indenture Trustee under the Indenture, the First
Priority Securities, the First Priority Security Documents and the Intercreditor Agreement have
been paid. Upon compliance by the Pledgor with the conditions precedent set forth above, the
Indenture Trustee or the Collateral Trustee shall promptly cause to be released and reconveyed to
the Pledgor the released Collateral. In addition, the Collateral Trustee shall, at the expense of
the Pledgor, execute and deliver to the Pledgor such Uniform Commercial Code termination statements
or amendments to effect and evidence the release of the Liens on such Collateral and execute any
other documentation to effect or evidence such Lien termination as may be requested by the Pledgor.
Section 6.05 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES.
Section 6.06 Notices. Unless otherwise specified herein, all notices, requests,
demands or other communications given to the Pledgor, the First Priority Guarantors, the Collateral
Trustee or the Indenture Trustee pursuant to this Agreement shall be given in writing or by
facsimile transmission and shall be deemed to have been duly given when personally delivered or
when duly deposited in the mails, registered or certified mail postage prepaid, or if transmitted
by facsimile transmission, when received in legible form, addressed to such party at its address
specified on the signature pages hereof or any other address which such party shall have specified
as its address for the purpose of communications hereunder, by notice given in accordance with this
Section 6.06 to the party sending such communication; provided that any notice, request or demand
to the Collateral Trustee shall not be effective until received by the Collateral Trustee in the
corporate trust division at the office designated by it pursuant to this Section 6.06.
Section 6.07 Counterparts. This Agreement may be executed in any number of
counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but one and the same
Agreement.
Section 6.08 Complete Agreement. This Agreement, together with the schedules hereto
and the other documents and instruments in respect of the First Priority Obligations, is intended
by the parties as a final expression of their agreement regarding the subject matter hereof and as
a complete and exclusive statement of the terms and conditions of such agreement.
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Section 6.09 Submission to Jurisdiction; Waiver of Trial By Jury..
Each party hereto hereby irrevocably and unconditionally:
(a) submits for itself and its Property in any suit, action, or proceeding, including without
limitation any enforcement, collection, insolvency, bankruptcy, or similar proceeding, with respect
to, arising out of, or relating to, this Agreement, whether commenced by the Collateral Trustee,
one or more First Priority Holders, one or more holders of beneficial interests in the First
Priority Securities, or any other interested party, or an action for recognition and enforcement of
any judgment in respect thereof, to the general jurisdiction of the Courts of the State of New York
sitting in New York County, the courts of the United States for the Southern District of New York,
appellate courts from any thereof and to the courts of its own corporate domicile in respect of
actions brought against it as a defendant and waives any other forum or court that takes
jurisdiction by reason of the location of such party’s present or future assets or otherwise;
(b) consents that any suit, action, or proceeding, including without limitation any
enforcement, collection, insolvency, bankruptcy, or similar proceeding, with respect to, arising
out of, or relating to, this Agreement, whether commenced by the Collateral Trustee, one or more
First Priority Holders, one or more holders of beneficial interests in the First Priority
Securities, or any other interested party, or an action for recognition and enforcement of any
judgment in respect thereof, may be brought in the courts set forth in Section 6.09(a) and waives,
to the fullest extent it may effectively do so under applicable law, trial by jury and any
objection that it may now or hereafter have to the venue of any such action or proceeding in any
such court or that such suit, action, or proceeding was brought in an inconvenient court, and
agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing
a copy thereof by registered or certified mail (or any substantially similar form of mail), postage
prepaid, to the agent for service of process described above; and
(d) agrees that nothing herein shall affect the right to effect service of process in any
other manner permitted by law.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered
as of the date first set forth above.
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Satélites Mexicanos, S.A. de C.V.: |
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| /s/ XXXX XXXXX | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | CFO | |||
| /s/ XXXXXXXXX XXXXX | ||||
| Name: | Xxxxxxxxx Xxxxx | |||
| Title: | Director of Finance | |||
|
Address and Telecopy No. for Notices: Attention: Xxxxxxx Xxxxxx Xxxxxxx Reforma 222 Piso 21 Col. Xxxxxx, XX 06600 México DF MÉXICO x00 (00) 0000-0000 HSBC BANK USA, NATIONAL ASSOCIATION, as Collateral Trustee: |
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| /s/ XXXXXX X. XXXXXX | ||||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Assistant Vice President | |||
|
Address and Telecopy No. for Notices: Attention: Xxxxxx Xxxxxx 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx Corporate Trust and Loan Agency Xxx Xxxx, XX 00000 x0 (000) 000-0000 |
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Signature Page to Pledge Agreement
SCHEDULE A
PLEDGED STOCK
1000 shares of capital stock of Alterna’TV Corporation, a Delaware corporation, represented by
certificate no. 01.
A-1
