EXHIBIT 4.33
TRANSLATION PURPOSES ONLY
GUARANTY AGREEMENT (the "Guaranty" or the "Agreement") dated as of December 7,
2004, entered into by and between:
(1) GRUPO TELEVISA, S.A. ("Televisa"), a company duly incorporated under
the laws of the Mexican United States ("Mexico") as guarantor; and
(2) HSBC MEXICO, S.A., Institucion de Banca Multiple, Grupo Financiero
HSBC, as Lender (the "Lender");
RECITALS
This Guaranty is granted pursuant to the Loan Agreement (Contrato de
Apertura de Credito Simple) dated as of December 6, 2004, (as such Agreement may
be amended or supplemented from time to time, the "Loan Agreement") entered into
by and between Innova, S. de X.X. de C.V. (the "Borrower") Televisa, News
Corporation and the Lender, and the Promissory Notes to be issued according to
the Loan Agreement by the Borrower in favor of the Lender on December 10, 2004
(the "Notes"), copies of which will be attached hereto as Annex A and Annex B
respectively, pursuant to the following Representations and Clauses:
REPRESENTATIONS
I. Capitalized terms are defined in Clause First hereof.
II. Televisa represents, as of the date of the execution of this Guaranty, and
hereby agrees that such representations shall continue to be true and in force
during the term of this Guaranty, unless such representation in this Guaranty
shall be done in a specific date, in which case, such representation shall be
considered until such date:
(a) Incorporation. (i) Televisa is a company with fixed capital (sociedad
anonima de capital fijo), duly incorporated under the laws of Mexico.
(b) Authorizations and Others. The execution of this Guaranty has been duly
authorized and does not require any additional authorization, either corporate
or from any other nature. The execution of this Guaranty, and the fulfillment of
its obligations hereunder does not contravene its by-laws, and as of the date of
this Agreement, does not contravene any judgment, judicial or administrative
order, nor any contractual provision, and to the best of its knowledge, any
legal provision which could affect or that may reasonably affect the fulfillment
of its obligations under this Guaranty.
(c) Governmental or Third Parties Approvals. Except as provided herein, as of
the date of this Agreement, it does not require any authorization or
registration from of before any Governmental Authority or from third parties for
the execution of this Guaranty, or for the validity, enforceability or
compliance of its obligations hereunder.
(d) Enforceability. The execution and signature of this Guaranty constitute and
will constitute, valid and binding obligations against them, under its terms.
(e) Guaranty Granting. The Lender intends to grant in favor of the Borrower this
Guaranty up to the Guaranteed Percentage, in order to obtain the Loan for the
Lender, under this Loan Agreement.
(f) Legal Capacity: On and as of the date hereof, their empowered have the legal
capacity to obligate it in terms of this Guaranty, and such authorities have not
been revoked or limited as of the date of execution of this instrument.
By virtue of the above Representations, which constitute an integral part
of this Guaranty, the parties agree the following:
CLAUSES
CLAUSE 1
DEFINITIONS AND TERMS
CLAUSE 1.01 Definitions. Capitalized terms used herein, shall have the meanings
ascribed to such terms in the Loan Agreement, except for the terms listed below,
which shall have the following meanings (all terms defined in this Clause or in
any other Clause hereof shall have the same meaning when used in plural and vice
versa):
"Acceptable Credit Rating" means "BBB-" or "Baaa3" by any of S&P or
Xxxxx'x.
"Borrower" shall have the meaning ascribed to such term in the Recitals of
this Agreement.
"Dollars" means the lawful currency of the United States of America.
"Governmental Authority" shall mean any government agency or any state,
department or other political subdivision of the same, or any governmental
organism, agency, authority (including any central bank or fiscal or
environmental authority), any entity (including any court or tribunal)
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government in Mexico.
"Guaranty Agreement" means this Guaranty subscribed by Grupo Televisa,
S. A.
"Guaranteed Percentage" shall have the meaning ascribed to such term in
the Recitals 2.01 (a) of this Agreement.
"Lender" shall have the meaning ascribed to such term in the Recitals of
this Agreement.
"Loan Agreement" shall have the meaning ascribed to such term in the
Recitals of this Agreement.
"Loan Documents" means the Loan Agreement, the Promissory Note and this
Guaranty, as they may be amended from time to time.
"Payment Obligations" shall have the meaning ascribed to such term in the
Clause 2.01 (a) hereof.
"Pesos" and "$" means Pesos, lawful currency in Mexico.
"Promissory Note or Promissory Notes" shall have the meaning ascribed to
such term in the Recitals of this Agreement.
"USA" means the United States of America.
CLAUSE 1.02 Calculation of Terms.
In this Agreement, for purposes of calculation of periods of time from a
specific date to a specific subsequent date, the word "from" means "from and
including" and the words "to" and "until" mean "until but excluding".
CLAUSE 2
GUARANTY
CLAUSE 2.1 Guaranty. (a) Televisa, hereby and during the term of this Guaranty,
completely, irrevocably and unconditionally guarantee, in a percentage that
could not exceed 51% (fifty one percent) of the Payment Obligations (as such
term is defined below) of the Borrower that are due at the moment this Guaranty
became enforceable (the "Guaranteed Percentage"), the full and prompt payment up
to the Guaranteed Percentage of each and all the amounts owed and due by the
Borrower under the Loan Agreement, whether at stated maturity, upon anticipated
termination agreed by the parties, upon anticipated termination resulting from
an Event of Default (as such term is defined in the Loan Agreement), or in any
other moment established in the Loan Agreement, including, but not limited to,
all interests, charges, costs and contractual expenses (subject to the limits
set forth in the Loan Agreement), as well as the strict and prompt fulfillment
of each and all the
other obligations of the Borrower under the Loan Agreement (all such amounts of
principal, interests, charges, costs, expenses, contractual expenses and other
obligations, hereinafter the "Payment Obligations"). In light of the foregoing,
Televisa only responds for the Payment Obligations due and up to the Guaranteed
Percentage. Also, the Guaranteed Percentage of Televisa will be determined in
light of the unpaid balance of the Payment Obligations so such amount shall be
reduce as the unpaid balance of the Payment Obligations also reduces.
This Guaranty is granted in a limited way up to the Guaranteed Percentage,
due to this fact, Televisa, will not respond to the Payment Obligations which
exceed from the Guaranteed Percentage, under this Agreement.
(b) Absolute Guaranty. Televisa hereby and during the term of this
Guaranty, guarantee that the Payment Obligations shall be paid strictly pursuant
to the terms of the Loan Agreement, subject to the Guaranteed Percentage. The
responsibility of Televisa hereunder, shall subsist and shall be absolute and
unconditional, notwithstanding:
(i) the change in the time, place or way of payment or any other
term of the Payment Obligations, or any change thereof, or any amendment, waive,
exemption or modification to the Loan Agreement, in such case the Guaranty will
survive under such new terms.
(ii) the change, release or omission to perfect any guaranty, or any
release, reform, waiver or excuse of the terms of any other guaranty for all or
any of the Payment Obligations hereof; or
(iii) that the Lender does not judicially demand the Borrower, the
fulfillment of its obligations under the Loan Agreement;
(iv) any exercise or omission in the exercise of any right, under
this Guaranty or the Loan Agreement;
(v) the bankruptcy, insolvency, commercial bankruptcy, dissolution
or any similar proceeding with respect to the Lender or the Guarantor;
(vi) any merger of the Borrower or of Televisa in or with any other
company, different to the Borrower or Televisa, or any sell or transfer of a
significant part of the assets of the Borrower or of Televisa to any other
person;
(vii) any transfer of shares of the capital stock of Televisa, which
implies a change of control, or any change in the corporate relationship between
the Borrower and Televisa, or any termination or such relationship, or any
change in the structure or property of the Borrower or Televisa.
(c) Waivers. (i) Unless for the provisions set forth in section (ii) below
and in the Loan Agreement, Televisa hereby and during the term of this Guaranty
waive
any diligence, presentment, demand, protest, notice of acceptance, notice of
dishonor or any other notice with respect to any of the Payment Obligations and
this Guaranty and to any requirement that the Lender or any of its successors or
assignees exercise any right, or take any measure against the Borrower or any
other Person, or executes any guaranty. Televisa, hereby agree that if the
Borrower should cease in its entirety or partially upon maturity (be it on
agreed maturity, by acceleration or otherwise) any of the Payment Obligations,
Televisa shall proceed to perform the prompt payment thereof and up to the
Guaranteed Percentage, without the need of any requirement or notice, which
Televisa hereby waives, unless for the provisions set forth in section (ii)
below and in the Loan Agreement, hereby expressly waiving to the benefits
provided for in articles 2848 and 2849 of the Federal Civil Code (the "Civil
Code") and other related articles and its correlative articles of the and of the
Civil Codes of the States of Mexico and the Civil Code for the Federal District
and to the benefits of orden y excusion and division (this last one only
regarding the provisions set forth at the end of this paragraph) stay provided
in articles 2814, 2815, 2816, 2817, 2818, 2819, 2820, 2821, 2822, 2823 and 2827
of the Civil Code and other related articles and its correlative of and of the
Civil Codes of the States of Mexico and the Civil Code for the Federal District
and that in case the Borrower obtains an extension in the term for the payment
or renewal of the Payment Obligations, these will be paid in full upon maturity
(be it on the extended date, by acceleration or otherwise) by Televisa up to the
Guaranteed Percentage provided that said extension had been previously accepted
in writing by Televisa.
Notwithstanding the provisions set forth in the precedent paragraph,
regarding the division principle, in case of waive to article 2827 of the Civil
Code and other related articles and its correlative of and of the Civil Codes of
the States of Mexico and the Civil Code for the Federal District regarding to
the division benefit, such waive applies only to Televisa's right to call any
other guarantor to jointly defend themselves and in due proportion be to the
judgment results, and not to other rights and benefits granted to Televisa under
said article.
(ii) Notwithstanding the provisions set forth in Clause 2.01 (b) (iii) of
this Agreement, the Lender shall demand the payment of the Payment Obligations
pursuant to the Loan Agreement first to the Borrower (being only necessary the
simple payment requirement to the Borrower, in accordance to the provisions of
Clause Nineteenth of the Loan Agreement, requirement that the Parties agree
should not be judicial, and sending a copy of such requirement to Televisa) so
therefore only in case the Borrower does not pay in the term established in such
requirement, the Lender may claim the payment of the Payment Obligations due up
to the Guaranteed Percentage to Televisa, and must do it through a writing
notice to Televisa pursuant to Clause 3.02 (b) of this Guaranty, enclosing copy
of the request made by the Lender to the Borrower.
(d) Civil Code Articles. Televisa represents that it is are aware of the
contents of each and all the Articles of the Civil Code and its correlative
articles of the Civil Codes of the Sates of Mexico and the Federal District
mentioned herein
applicable to the this Guaranty, for which reason such Articles are not
transcribed herein, by virtue of such express representation and knowledge by
Televisa.
(e) Subordination, Subrogation. Televisa, hereby and during the term of
this Guaranty shall not exercise any right acquired by subrogation over the
Borrower pursuant to this Guaranty, or by virtue of any payment performed
hereunder, or by any other means, until all the Payment Obligations have been
paid in full except if the Borrower initiates a voluntary proceeding in order to
reach a concurso mercantil, or any other remedy in connection to itself or any
of its Debts in accordance to any law or proceeding regarding bankruptcy,
insolvency, concurso mercantil or any law, or any similar present or future law
or proceeding, or seeks the appointment of a fiduciary, bankruptcy trustee,
liquidator, depositary or any other officer of similar nature in connection to
itself or any other material part of its main assets for the effects of
conducting its main business, or in any other bankruptcy proceeding, concurso
mercantil or other similar initiated against him, or have to carry our a general
assignment of its total assets in favor of its creditors, or find itself in
general breach in the payment of its matured debts, in which case such
limitation shall not apply to Televisa.
In the event any amount is paid to Televisa on account of such subrogated
rights in any moment in which the Payment Obligations subject to the Guaranteed
Percentage have still not been paid in full, except in the case that the payment
is made as a result of a procedure of concurso mercantil pursuant to the
paragraph above, such amount, limited to the Guaranteed Percentage of Televisa,
shall be maintained in deposit for the benefit of the Lender and shall be
immediately delivered to the Lender, once there is a Payment Obligation due and
not paid by the Borrower, for the payment of the outstanding Payment Obligations
(subject to the Guaranteed Percentage), in accordance with the terms of the Loan
Agreement.
(f) Term of the Guaranty, Termination. This Guaranty shall bind
Televisa, its successors and assignees, as of the date of execution hereof, and
shall benefit and be enforceable by the Lender and its permitted successors and
assignees under the Loan Agreement, and will terminate and will automatically
cease to have force and validity as of the date in which all the Payment
Obligations guaranteed by Televisa are terminated and all cash amounts payable
under the Loan Agreement and hereunder are paid in full, up to the Guaranteed
Percentage.
CLAUSE 3
MISCELLANEOUS
CLAUSE 3.01 Amendments, etc. Any amendment or waiver of any matter
provided in this Guaranty, or any consent from the Borrower or from Televisa,
shall be considered valid only if authorized in writing by the legal
representatives of Televisa and the Borrower, and shall only be valid for the
specific instance and for the specific purpose for which it was agreed.
CLAUSE 3.02 Notices. (a) For purposes of this Guaranty, the domicile to
receive notices is the following:
TELEVISA:
Grupo Televisa, S.A.
Xxxxxxx Xxxxx xx Xxxxxxx 0000
Xxxxxxxx A, Xxxxxx Xxxx
Xxxxxxx Xxxxx Xxxxx Xx
Xxxxxx, X.X., 00000
Telephone: (00) 0000-0000
Fax: (00) 0000-0000
Attention: Xxxxx X. Xxxxx Xxxxxxx
Management and Finance Vice-president
cc: Xxxxxxx Xxxxxxxxx Santa Xxxx
Television Legal Vice-President
LENDER:
Xxxxxxx Xxxxx xx xx Xxxxxxx 000
Xxxxxxx Xxxxxx
X.X. 00000, Xxxxxx, Distrito Federal
Telephone: (00) 0000-0000
Fax: (00) 0000-0000
Attention: Corporate Banking Direction
cc: General Counsel
Telephone: (00) 0000-0000
Fax: (00) 0000-0000
(b) All notices, requests and demands to or upon the respective parties
hereto shall be in writing and delivered in person, to the domiciles set forth
in this clause either by registered or certified mail, return receipt requested,
by courier or facsimile transmission upon confirmation of request, unless the
parties notify their change of domicile and/or facsimile number in the above
terms, in which case, the notices will be delivered to such new domicile and/or
facsimile number. The notices delivered under these terms, will be effective
since the moment in which they are received; in this act the parties waive to
the use of electronic or optic means, as well as any other form of technology,
except for facsimile.
(c) Until a notice in writing consisting of a change in domicile, the notices,
request and all other judicial and extra judicial diligences performed at the
appointed domiciles will be fully effective.
CLAUSE 3.04 Waivers. If the Lender fails to exercise or postpones the
exercise of any right or privilege hereunder, it shall not be considered, by
virtue of
such fact, that the Lender has waived the exercise of its rights and privileges.
Also, any total or partial exercise of any right or privilege hereunder shall
not impede any future exercise thereof or the exercise of any other right or
privilege. The remedies set forth herein do not exclude any present or future
provisions under applicable law.
CLAUSE 3.05 Enforceability. This Guaranty shall become effective upon the
execution by Televisa.
CLAUSE 3.06 Assignments. Except for the provisions set forth in the Loan
Agreement, Televisa may not assign its rights or obligations hereunder without
the express consent of the Lender, which cannot deny in a unjustified manner,
provided that in the of event such assignment, the assignee shall be considered
as guarantor for the purposes hereof and shall execute a guaranty agreement
(fianza) in such capacity in the terms hereof. The Lender may not assign its
rights and obligations hereunder except pursuant to the provisions of the Loan
Agreement.
CLAUSE 3.07 Governing Law. This Guaranty shall be governed by, and
construed in accordance with the applicable Laws of the United Mexican States.
CLAUSE 3.08 Counterparts. This Guaranty shall be executed in two
counterparts, which shall constitute the same instrument.
CLAUSE 3.09 Jurisdiction and Competence. For any matter related to the
interpretation and compliance of the obligations derived from this Guaranty,
each of the parties hereto hereby submits to the jurisdiction and competence of
the courts of Mexico City, Federal District, hereby waiving to any other court
that may correspond them by virtue of their present or future domicile or
otherwise.
CLAUSE 3.10 Restitution of Guarantee. The obligations of Televisa
hereunder shall be automatically re-established in the event that, and to the
extent that, for any reason, any of the payments performed by or on account of
the Borrower in connection with the Payment Obligations guaranteed pursuant this
Guaranty subject to the Guaranteed Percentage are reimbursed to the Borrower or
to Televisa or must, for any reason, be reimbursed by the Lender to the Borrower
or to Televisa, be it by reason of a bankruptcy, concurso mercantil,
dissolution, liquidation or any other similar proceeding.
CLAUSE 3.10 Severability. In the event any of the provisions hereof is
declared invalid by any competent court, the parties agree that such invalidity
shall not affect the validity or enforceability of the other provisions of this
Guaranty.
IN WITNESS WHEREOF, the parties execute this Guaranty Agreement (Fianza)
on December 7, 2004], in Mexico City, Federal District.
GRUPO TELEVISA, S.A.
By: /s/ Xxxxxxx Xxxxxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxx Santacruz
Title: Attorney-in-fact
By: /s/ Xxxx Xxxxxxxxx Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxx Xxxxxxx Xxxxxx
Title: Attorney-in-fact
HSBC MEXICO, S.A.,
INSTITUCION DE BANCA MULTIPLE,
GRUPO FINANCIERO HSBC
By: /s/ Xxxxx Xxxxx de la Torre
-----------------------------
Name: Xxxxx Xxxxx de la Xxxxx
Title:Attorney-in-fact
EXHIBIT A
Copy of the Loan Agreement
EXHIBIT B
Copy of the Promissory Notes
CORPORATE GUARANTEE
This Guarantee Agreement is made and entered into by and between NEWS
CORPORATION, a corporation organized under the laws of the State of Delaware
(the "Guarantor") and HSBC MEXICO, S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO
FINANCIERO HSBC, a Mexican banking institution (the "Bank").
WHEREAS, it is in Guarantor's interest to guarantee 49% (forty nine per
cent) of any outstanding payment obligations becoming due under the loan granted
to INNOVA, S. DE X.X. DE C.V. (hereinafter called the "Borrower") by the Bank in
accordance with the terms and conditions of that certain Credit Agreement for an
amount of Ps$1,012,000,000.00 (one thousand and twelve million pesos 00/100,
Mexican Currency) (such principal amount, the "Loan Amount"), dated December 6,
2004 (the "Credit Agreement") executed between the Borrower, Grupo Televisa,
S.A., Guarantor and the Bank.
NOW, THEREFORE, in consideration of the foregoing and of the covenants and
agreements hereinafter set forth in recognition of such Credit Agreement issued
by the Bank:
1. The Guarantor hereby, on its own, and on behalf of its successors and
assignors, absolutely and unconditionally guarantees to the Bank that 49% (forty
nine per cent) of all payment obligations (including principal, interest, and
expenses) current or owed any time hereafter by Borrower to the Bank in
connection with or in regard to the Credit Agreement (collectively, the
"Guaranteed Obligations") will be promptly paid in full when due as set forth
thereof. Upon notice by the Bank to the Guarantor informing that an amount due
to the Bank has not been paid in accordance with the Credit Agreement or any
credit extension pursuant thereto, and without necessity of any demand or
request whatsoever to the Borrower other than as determined in the Credit
Agreement, the Guarantor will pay such amount to the Bank upon first request at
the Bank's office listed below or at any other address specified by the Bank in
writing.
2. Notwithstanding any provision of this Guarantee, the liability of the
Guarantor for payment and/or with respect to the performance of the Guaranteed
Obligations shall be several (and not joint) and shall be limited to forty nine
percent (49%) of the amount of such Guaranteed Obligations. Notwithstanding the
foregoing, the Bank may permit the indebtedness of the Borrower to exceed the
Loan Amount. Moreover, the foregoing maximum liability shall have no application
or affect on liability under any other guarantees granted by the Guarantor, if
any.
3. The Guarantor agrees to accept as prima facie evidence of the amount
payable by the Guarantor, the balance appearing due to the Bank from the
Borrower according to the Bank' books and records, except in jurisdictions where
further proofs are required as a matter of law.
4. No amendment or waiver of any provision of this Guarantee, nor consent
to any departure by the Guarantor therefrom shall, in any event, be effective
unless the same shall be in writing and signed by the Bank, and such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.
5. The Guarantor agrees that its liability hereunder shall not be affected
by any law, regulation or order of any governmental or administrative body,
purporting to amend or affect any obligation of the Borrower or the terms of
payment thereof (including, without limitation, the obligation of the Borrower
to pay its obligations in Mexican Pesos by transferring Mexican Pesos from the
United States of America to Mexico), and shall be absolute and unconditional
irrespective of the current or alleged invalidity of any such obligation and of
any circumstance which might otherwise constitute a discharge of a surety or
guarantor including, but not limited to extension, modification or renewal,
except if any such modification is made without the Guarantor's express written
consent, and shall not be discharged except by payment.
If at the time any payment of any amount paid by the Borrower under any
credit extension is rescinded or must be otherwise restored or returned upon
insolvency, bankruptcy, reorganization, concurso mercantil or similar
circumstance of the Borrower, the Guarantor's obligations hereunder with respect
to such payment shall be reinstated as if such payment had been due but not made
at such time.
6. Except as provided in the Credit Agreement, the Guarantor hereby waives
notice of acceptance of this Guarantee, notice of granting any loan, diligence,
presentment, protest, notice of protest and notice of dishonor of any evidences
of indebtedness hereby guaranteed and to any notice of any other nature
whatsoever except as set forth herein.
7. The Guarantor consents that the liability under this guarantee shall
not be released, diminished, impaired or affected by the extension or
consolidation of payment of all or any part of the debt either with or without
notice or consent to Guarantor, except that any modification of payment in terms
less favorable to the Borrower or the Guarantor than those set forth in the
Credit Agreement as executed on December 6, 2004, shall require the Guarantor's
express written consent.
8. This is a guarantee of payment and not of collection and shall be
governed by, and construed and interpreted in accordance with the laws of the
State of New York without regard to principles of conflicts of law. The
Guarantor hereby irrevocably submits to the jurisdiction of the courts of New
York in relation to any claim arising hereunder and hereby irrevocably waives
trial by jury. This is a continuing guarantee which shall remain in force until
all payment obligations due by Borrower and Guarantor under the Credit Agreement
have been met (subject to the reinstatement provisions of paragraph 5).
9. The Guarantor agrees that all payments to be made by it hereunder shall
be made at places and in currencies as agreed in the Credit Agreement.
10. All payments by the Guarantor made hereunder will be made free and
clear of any present and future taxes, charges or withholdings which may be
imposed by any governmental or taxing authority, excluding, in the case of Bank
and any of its assignees, taxes imposed on its income, and franchise taxes
imposed on it in lieu of income taxes ("Excluded Taxes"), and should payment be
subject to any such tax, charge or withholding (other than Excluded Taxes), the
Guarantor will pay such additional amount as may be necessary to enable the Bank
to receive a net amount equal to the full amount otherwise payable hereunder.
11. The Bank may assign this Guarantee or any of its rights and powers
hereunder, but only in connection with a permitted assignment of the Guaranteed
Obligations as determined in the Credit Agreement, with all of the obligations
guaranteed, and may assign or deliver to any such assignee any security
therefore. The Bank shall notify the Guarantor of any such assignment. In the
event of such assignment, such assignee shall have the same rights and remedies
as if originally named herein.
12. No delay by the Bank in exercising any power or right hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
power or right hereunder preclude other or further exercise thereof or the
exercise of any power or right, nor shall the Bank be liable for exercising or
failing to exercise any such power or right, nor shall any actions by the Bank
omitted hereunder in any way impair or affect this Guarantee.
13. All notices and other communications under this Guarantee shall be
deemed to have been given when dispatched by internationally recognized courier
service to the following address and shall be deemed effective when received by
the party to whom the notice is addressed:
For the Guarantor:
News Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Group General Counsel
Telephone: (000) 000-0000
Fax: (000) 000-0000
For the Bank:
HSBC Mexico, S.A.
Xxxxxxx Xxxxx xx xx Xxxxxxx 000
Xxxxxxx Xxxxxx
X.X. 00000, Xxxxxx, Distrito Federal
Attention: Direccion de Banca Corporativa
Telephone: (00) 0000-0000
Fax: (00) 0000-0000
Copy to: Director Juridico
Telephone (00) 0000-0000
Fax: (00) 0000-0000
14. The Guarantor agrees that any legal action may be commenced against it
before the courts of New York, and any legal process may be served on it, by
mailing a copy of the summons to it, by registered or certified mail at the
address set forth above, or by any other lawful method, and the Guarantor
unconditionally and irrevocably waives any right to challenge the effectiveness
of such service.
15. Should any one or more provisions of this Guarantee be determined to
be illegal or unenforceable all other provisions shall, nevertheless, remain
effective.
The Guarantor agrees that, in the event any payment hereunder is made to the
Bank, it shall refrain from seeking collection of such amounts from the Borrower
until the time in which any an all of the Guaranteed Obligations due to the Bank
have been paid in full except if the Borrower initiates a voluntary proceeding
in order to reach a concurso mercantil, or any other remedy in connection to the
Borrower or any of its debts in accordance with any law or proceeding regarding
bankruptcy, insolvency, concurso mercantil, or if it seeks the appointment of a
fiduciary, bankruptcy trustee, liquidator, depositary or any other officer of
similar nature in connection with the Borrower or any material part of its
assets for purposes of conducting its main business, or in any other bankruptcy
proceeding, concurso mercantil or other similar proceeding initiated against the
Borrower, or if the Borrower makes a general assignment of the totality of its
assets in favor of its creditors, or if its finds itself in general breach its
payment obligations of its matured debts, in which case such limitation shall
not apply to the Guarantor.
Furthermore, in the event that the Guarantor receives any such amounts from the
Borrower prior to the payment in full of the Guaranteed Obligations, except in
the case that such payment is made as a result of a procedure of concurso
mercantil pursuant to the paragraph above, then the Guarantor shall maintain
such amounts in deposit and deliver them as payment of due Guaranteed
Obligations to the Bank.
16. This Guarantee may be executed by one or more of the parties hereto on
any number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. Delivery of an
executed signature page of this Guarantee by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.
[Signature pages follows]
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of December 6, 2004.
NEWS CORPORATION
By: /s/ Xxxxxxxx Xxxxxx
----------------------
Name: Xxxxxxxx Xxxxxx
Title: Attorney in fact
HSBC MEXICO, S.A.,
INSTITUCION DE BANCA MULTIPLE,
GRUPO FINANCIERO HSBC
By: /s/ Xxxxx Xxxxx de la Xxxxx
-----------------------------
Name: Xxxxx Xxxxx de la Torre
Title: Attorney in fact
[This signature page is part of the Guarantee Agreement is made and entered into
by and between NEWS CORPORATION, and HSBC MEXICO, S.A., INSTITUCION DE BANCA
MULTIPLE, GRUPO FINANCIERO HSBC]
