B A C K G R O U N D
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Exhibit
3.5
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AGREEMENT
TO TERMINATE THE TRUST SIGNED BY AND BETWEEN THE FOLLOWING:
XXXXX XXXXXX XXXXXXX XXXXX, XXXXXXXXX DE XXXXX XXXXXXX XXXXX, XXX XXXXX XXXXXXX XXXXX, XXXXX XXXXXXX XXXXXXX XXXXX, XXXXXX DE XXXXX XXXXXXX XXXXX, XXXXXX XXXXXX DE XXXXX XXXXXXX XXXXX, AND XXXX XXXXXX XXXXXXX XXXXX IN THEIR CAPACITY AS TRUSTORS AND BENEFICIARIES, and IXE BANCO, S.A., A MULTIPLE BANKING INSTITUTION, IXE FINANCIAL GROUP, TRUSTS DIVISION, FOR THE ACCOUNT OF TRUST F/633, REPRESENTED BY THEIR DELEGATE TRUSTEE XXXXXX XXXXXXX LEVER, AND ASSISTED BY XXXXXXX XXXXX XXXXXX XXXXX, CORPORATE LEGAL DIRECTOR, WHEREIN THE FOLLOWING BACKGROUND, REPRESENTATIONS AND CLAUSES ARE SET OUT:
XXXXX XXXXXX XXXXXXX XXXXX, XXXXXXXXX DE XXXXX XXXXXXX XXXXX, XXX XXXXX XXXXXXX XXXXX, XXXXX XXXXXXX XXXXXXX XXXXX, XXXXXX DE XXXXX XXXXXXX XXXXX, XXXXXX XXXXXX DE XXXXX XXXXXXX XXXXX, AND XXXX XXXXXX XXXXXXX XXXXX IN THEIR CAPACITY AS TRUSTORS AND BENEFICIARIES, and IXE BANCO, S.A., A MULTIPLE BANKING INSTITUTION, IXE FINANCIAL GROUP, TRUSTS DIVISION, FOR THE ACCOUNT OF TRUST F/633, REPRESENTED BY THEIR DELEGATE TRUSTEE XXXXXX XXXXXXX LEVER, AND ASSISTED BY XXXXXXX XXXXX XXXXXX XXXXX, CORPORATE LEGAL DIRECTOR, WHEREIN THE FOLLOWING BACKGROUND, REPRESENTATIONS AND CLAUSES ARE SET OUT:
B
A C K G R O U N D
FIRST.
That
with
public deed number 21,172 dated March 19, 1998 formalized by Notary Public
Xxxx
Xxxxxx Xxxxxxxxxx holding notarial license number 197 of the Federal
District an
irrevocable trust Agreement was placed on record, with the following
appearing:
Xxx. Xxxxx Xxxxxx Xxxxxxx Xxxxx as Trustor and Beneficiary A, Xx. Xxxxxx Xxxxxxx
Xxxxx, Xxxxx Xxxxx Xxxxxxx Xxxxx, and Xxxxx Xxxxxxxx Xxxxxxx Xxxxx in their
capacity as Trustors and Beneficiaries B, and Bancomer, S.A., a Multiple
Banking
Institution, Financial Group, Trusts Office (now as their successor in
interest
BBVA Bancomer Servicios S.A., a Multiple Banking Institution, BBVA Bancomer
Financial Group, Trusts Office) assigned registration number F/29307-6
in their
capacity as trustee (hereafter the Trustee) for the purpose of creating
an
administrative trust, the basic purpose of which was to retain the shares
that
the Trustors placed therein for the term of the trust or until released
under
those circumstances set out by the Agreement itself, or if the Technical
Committee were to decide to sell them.
SECOND.-on
March
31, 1998, the Trustors and the Trustee signed an Amended Agreement, amending
clauses Four and Twenty-four.
THIRD.
On June
3, 1998, the Trustors and the Trustee signed a SECONDamended
agreement which amended the trust in its entirety, the participants in
this
second amended agreement being the following: Mrs. Xxxxx Xxxxxx Xxxxx xx Xxxxxxx
in her capacity as Trustor and Beneficiary A, Xxx. Xxxxx Xxxxxx Xxxxxxx Xxxxx,
Xxxxxxxxx de Xxxxx Xxxxxxx Xxxxx, Xxx Xxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxxxxxx
Xxxxxxx Xxxxx, Xxxxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxx Xxxxxxx Xxxxx, Xxxxxx de Xxxxx
Xxxxxxx Xxxxx, Xxxxxx Xxxxxx de Xxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxxxxx Xxxxxxx
Xxxxx and Xxxx Xxxxxx Xxxxxxx Xxxxx in their capacity as Trustors and
Beneficiaries B.
FOURTH.That
at a
session of the Technical Committee of the trust on May 24, 1999, among
the other
resolutions issued was a decision to amend the clauses of the trust and
approve
the donation described in the paragraph below.
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FIFTH.
That on
May 25, 1999 and by a donation authorized by the Technical Committee of the
Trust, Xxxxx Xxxxxxxxx, Xxxxxx, Xxxxx Xxxxx and Xxxxx Xxxxxxxx, all with the
last name Xxxxxxx Xxxxx, donated to Xxxxx Xxxxxx Xxxxx Xxxxx xx Xxxxxxx, all the
beneficiary rights corresponding to her in trust 29307-6. This was put on
record
in public deed number 104,830 of this date formalized by Notary Public Xxxxxxx
X. Xxxxxxx Xxxxxxx, notary number 116 of the Federal District, and by virtue
of
this donation the donors no longer had the capacity of Trustors and
Beneficiaries B that they had prior to this date.
XXXXX.Xx
a
session of the Technical Committee of the Trust held on April 5 of the year
2000, it was agreed to authorize, among other things, the donation made by
Xxx.
Xxxxx Xxxxxx Xxxxx Xxxxx xx Xxxxxxx of all the beneficiary rights corresponding
to her, for the assets placed in trust, giving them to Mrs. Xxxxx Xxxxxx,
Francisco Xxxxx, Xxx Xxxxx, Xxxxx Xxxxxxx, Xxxxxx de Xxxxx, Xxxxxx Xxxxxx de
Xxxxx and Xxxx Xxxxxx, all with the last name Xxxxxxx Xxxxx. This donation was
formalized with public deed number 107,457 dated April 5 of that year, by
the
same notary as the previous ones. By virtue of this donation Xxx. Xxxxx Xxxxxx
Xxxxx Xxxxx xx Xxxxxxx ceased being a Trustor, Beneficiary A of the
trust.
XXXXXXX.Xx
a
session of the Technical Committee of the trust held on May 26, 2000 it was
agreed unanimously to amend the trust agreement to update it with regard
to the
parties participating therein, to reflect the donations described in the
points
above and to reflect compliance with obligations with regard to Xxxxxx, Xxxxx
Xxxxx, Xxxxx Xxxxxxxx, and Xxxxx Xxxxxxxxx, all with the last name of Xxxxxxx
Xxxxx, which to date have been fulfilled.
EIGHTH. On
May
26, 2000, the Trustors and Trustee signed a THIRD amended Agreement which
amended the trust in its entirety.
NINTH.On
December 21, 2004, the Trustors and the Trustee signed a FOURTH amended
Agreement which amended the contents of the following clauses of the trust:
the
Tenth, the Twelfth and the Sixteenth.
TENTH.On
June
15, 2007, Xxxxx Xxxxxx Xxxxxxx Xxxxx, Xxxxxxxxx de Xxxxx Xxxxxxx Xxxxx, Xxx
Xxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxxxx Xxxxxxx Xxxxx, Xxxxxx de Xxxxx Xxxxxxx Xxxxx,
Xxxxxx Xxxxxx de Xxxxx Xxxxxxx Xxxxx, and Xxxx Xxxxxx Xxxxxxx Xxxxx, in their
capacity as Trustors and Beneficiaries, BBVA Bancomer Servicios S.A., a Multiple
Banking Institution, Financial Group BBVA Bancomer, Trusts Office as Replaced
Trustee, and Ixe Banco S.A., a Multiple Banking Institution, the Ixe Financial
Group, Trusts Division, as Replacing Trustee, signed a trustee replacement
agreement with respect to the Trust by which Ixe Banco S.A., Multiple Banking
Institution, the Ixe Financial Group, took on the duties of
Trustee.
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R
E P R E S E N T A T I O N S
I.
The
Trustors and Beneficiaries state the following:
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a)
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That
they have the necessary and sufficient powers to sign this
Agreement.
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b)
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That
the Trustee was asked via a letter of instruction dated June 18,
2007 to
terminate trust F/633, a copy of this letter being attached hereto
as
Annex
A.
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That
they
are satisfied with each and every one of the operations that the Trustee
carried
out in compliance with the purposes of the trust as well as all legal actions
that were carried out, expressly approving and confirming those operations
and
releasing the Trustee from any responsibility in that respect.
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c)
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Which
ratifies the instructions to the Trustee in the sense of extinguishing
the
trust agreement cited in recital clause one of this
agreement.
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II.
The
Trustee states through its Representatives that:
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a)
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It
is a Credit Institution formed under the laws of Mexico and is
duly
empowered to carry out, among others, fiduciary operations per
the terms
of section XV of Article 46 of the Law of Credit
Institutions.
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b)
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Its
delegate trustee Xxxxxx Xxxxxxx Lever has the powers needed to
sign this
Agreement, proof of said powers being supplied with public deed
number
97,506 dated July 10, 2003, formalized by Xxxxxxx Xxxxxxxx Xxxxxxx,
Notary
Public no. 151 of the Federal District, duly recorded in the Public
Register of Trade of the Federal District on Commercial Folio no.
193,508
dated July 25, 2003 and Xxxxxxx Xxxxx Xxxxxx Xxxxx also has the
powers
needed to sign this Agreement, proof of said powers being supplied
with
public deed number 7,320 dated October 31, 2000, formalized by
Mario
Xxxxxxxx Xxxxxxx Xxxxxxx, Notary Public no. 67 of the Federal District,
duly recorded in the Public Register of Trade of the Federal District
on
Commercial Folio no. 193,508 dated November 22,
2000.
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c)
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That
these powers have not been revoked or modified in any
way.
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C
L A U S E S
FIRST.The
parties, in accordance with the stipulations of section 1 of Article 392
of the
General Law of Securities and Credit Operations, agree to terminate trust
agreement F/633.
SECOND.Upon
signature of this agreement and by express instruction given herein by the
Trustors and Beneficiaries, the Trustee shall transfer all the assets of
the
trust comprising 72,351,119 shares in Grupo Radio Centro, S.A. de C.V. to
the
stock exchange intermediary agreement number 651398 in the name of Ixe Banco
S.A. Trust F/632, which shall be considered as being received in this
act.
The
trustee for its part states that no fees are owing to it for administration
of
the trust or for any other reason.
XXXXX.Xx
a
consequence of the above, the trust F/633 is terminated in its entirety,
with
the Trustor conveying broadest discharge allowable in law to the activity
of the
trustee with regard to the trust at issue, thus releasing Ixe Banco S.A.
Multiple Banking Institution, Ixe Financial Group, Trusts Division for the
account of trust F/633, from any liability that may arise with regard to
it or
third parties as the result of disputes of a civil, commercial, labor, criminal,
fiscal or any other nature, wherein the Trustors shall be obligated to carry
out
any measures with regard to the respective authorities to indemnify the trustee
and hold it harmless from any dispute that may arise deriving from the trust
being terminated in this act.
FOURTH.Should
any dispute arise in the interpretation or execution of this agreement, the
parties agree to subject themselves to the jurisdiction of the courts and
laws
of Mexico City, Federal District, waiving their right to use the jurisdiction
of
any other court they may possibly be entitled to use by reason of present
or
future domicile.
The
clauses above were read to the parties, who acknowledge the legal scope thereof
and the latter signed this instrument in Mexico City Federal District on
June
18, 2007.
TRUSTORS
AND BENEFICIARIES:
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/s/
Xxxxx Xxxxxx Xxxxxxx Xxxxx
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/s/
Francisco De Xxxxx Xxxxxxx Xxxxx
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| Xxxxx Xxxxxx Xxxxxxx Xxxxx | Xxxxxxxxx De Xxxxx Xxxxxxx Xxxxx |
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/s/
Xxx Xxxxx Xxxxxxx Xxxxx
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/s/
Xxxxx Xxxxxxx Xxxxxxx Xxxxx
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| Xxx Xxxxx Xxxxxxx Xxxxx | Xxxxx Xxxxxxx Xxxxxxx Xxxxx | |
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/s/
Xxxxxx de Xxxxx Xxxxxxx Xxxxx
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/s/
Xxxxxx Xxxxxx de Xxxxx Xxxxxxx Xxxxx
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| Xxxxxx de Xxxxx Xxxxxxx Xxxxx | Xxxxxx Xxxxxx de Xxxxx Xxxxxxx Xxxxx | |
| /s/ Xxxx Xxxxxx Xxxxxxx Xxxxx | ||
| Xxxx Xxxxxx Xxxxxxx Xxxxx |
WITH
THE APPEARANCE OF
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/s/
Xxxx Xxxx Xxxxxxxxx Xxxxxx
Xxxx
Xxxx Xxxxxxxxx Xxxxxx
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TRUSTEE
IXE
BANCO S.A., MULTIPLE BANKING INSTITUTION,
IXE
FINANCIAL GROUP FOR THE ACCOUNT OF
TRUST
F/633
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/s/
Xxxxxx Xxxxxxx Lever
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/s/
Xxxxxxx Xxxxx Xxxxxx Xxxxx
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| Xxxxxx Xxxxxxx Lever |
Xxxxxxx
Xxxxx Xxxxxx Xxxxx
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DELEGATE
TRUSTEE
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LEGAL
DIRECTOR
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This
page
belongs to the trust termination agreement dated June 18 of the year 2007
signed
between Ixe Banco S.A., Multiple Banking Institution, Ixe Financial Group
Trusts
Division, as trustee for the account of trust F/633 and Xxxxx Xxxxxx Xxxxxxx
Xxxxx, Xxxxxxxxx de Xxxxx Xxxxxxx Xxxxx, Xxx Xxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxxxx
Xxxxxxx Xxxxx, Xxxxxx de Xxxxx Xxxxxxx Xxxxx, Xxxxxx Xxxxxx de Xxxxx Xxxxxxx
Xxxxx, and Xxxx Xxxxxx Xxxxxxx Xxxxx, in their capacity as Trustors and
Beneficiaries, with the appearance of Mr. Xxxx Xxxx Xxxxxxxxx
Xxxxxx.
Ixe
Financial Group
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