Form of Thirteenth Supplemental Indenture] GRUPO TELEVISA, S.A.B., as Issuer, THE BANK OF NEW YORK MELLON, as Trustee, Registrar, Paying Agent and Transfer Agent and THE BANK OF NEW YORK (LUXEMBOURG) S.A. as Luxembourg Paying Agent, Transfer Agent and...
Exhibit 4.14
[Form of Thirteenth Supplemental Indenture]
as Issuer,
THE BANK OF NEW YORK MELLON,
as Trustee, Registrar, Paying Agent
and Transfer Agent
and
THE BANK OF NEW YORK (LUXEMBOURG) S.A.
as Luxembourg Paying Agent,
Transfer Agent and Listing Agent
Supplementing the Trust Indenture
Dated as of August 8, 2000
U.S.$500,000,000 6.0% Senior Exchange Notes due 2018
THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of the day of , 2008, between GRUPO
TELEVISA, S.A.B., a publicly traded limited liability stock corporation (sociedad anónima bursátil)
organized under the laws of the United Mexican States (the “Issuer” or the
“Company”), THE BANK OF NEW YORK MELLON, a New York banking corporation, having its
Corporate Trust Office located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as trustee (the
“Trustee”), registrar (“Registrar”), paying agent (“Paying Agent”) and
transfer agent (“Transfer Agent”), and THE BANK OF NEW YORK (LUXEMBOURG) S.A., a bank duly
incorporated and existing under the laws of Luxembourg, as paying agent, transfer agent and listing
agent (a “Paying Agent”, “Transfer Agent” and “Listing Agent”, as the case
may be);
WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture dated
as of August 8, 2000 (the “Original Indenture” and, together with the First Supplemental
Indenture dated as of August 8, 2000, the Second Supplemental Indenture dated as of January 19,
2001, the Third Supplemental Indenture dated as of September 13, 2001, the Fourth Supplemental
Indenture dated as of March 11, 2002, the Fifth Supplemental Indenture dated as of March 8, 2002,
the Sixth Supplemental Indenture dated as of July 31, 2002, the Seventh Supplemental Indenture
dated as of March 18, 2005, the Eighth Supplemental Indenture dated as of May 26, 2005, the Ninth
Supplemental Indenture dated as of September 6, 2005, the Tenth Supplemental Indenture dated as of
May 9, 2007, the Eleventh Supplemental Indenture dated as of August 24, 2007, the Twelfth
Supplemental Indenture dated as of May 12, 2008 and this Thirteenth Supplemental Indenture, the
“Indenture”) providing for the issuance by the Company from time to time of its senior debt
securities to be issued in one or more series (in the Original Indenture and herein called the
“Securities”);
WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved
to it under the provisions of the Original Indenture and pursuant to appropriate resolutions of the
Board of Directors, has duly determined to make, execute and deliver to the Trustee, on , 2008,
this Thirteenth Supplemental Indenture to the Original Indenture in order to establish the form and
terms of, and to provide for the creation and issue of, Securities to be designated as the
“6.0% Senior Exchange Notes due 2018” under the Original Indenture in the aggregate
principal amount of U.S.$500,000,000 subject to Section 202 hereof;
WHEREAS, Section 901 of the Original Indenture provides, among other things, that the Company,
when authorized by a Board Resolution, and the Trustee, at any time and from time to time, without
the consent of any Holders, may enter into an indenture supplemental to the Original Indenture to
establish the terms of Securities of any series as permitted by Sections 201 and 301 of the
Original Indenture; and
WHEREAS, all things necessary to make the Securities, when executed by the Company and
authenticated and delivered by the Trustee or any Authenticating Agent and issued upon the terms
and subject to the conditions set forth hereinafter and in the Indenture against payment therefor,
the valid, binding and legal obligations of the
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Company and to make this Thirteenth Supplemental Indenture a valid, binding and legal
agreement of the Company, have been done;
NOW, THEREFORE, This THIRTEENTH SUPPLEMENTAL INDENTURE WITNESSETH that, in order to establish
the terms of the series of Securities designated as the “6.0% Senior Exchange Notes due
2018” and for and in consideration of the premises and of the covenants contained in the
Original Indenture and in this Thirteenth Supplemental Indenture and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually
covenanted and agreed as follows:
ARTICLE I
DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION
PROVISIONS OF GENERAL APPLICATION
Section 101. Definitions.
Each capitalized term that is used herein and is defined in the Original Indenture shall have
the meaning specified in the Original Indenture unless such term is otherwise defined herein.
“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial
interests in any Global Security, the rules and procedures of DTC, Euroclear or Clearstream
Banking, as the case may be, that apply to such transfer or exchange.
“Clearstream Banking” shall mean Clearstream Banking, société anonyme (formerly Cedelbank) or
any successor.
“Depositary” shall mean DTC or its nominee, or any other depositary appointed by the Company,
provided, however, that such depositary shall have an address in the Borough of Manhattan, in the
City of New York.
“DTC” shall mean The Depository Trust Company.
“Euroclear” shall mean the Euroclear System or any successor.
“Global Securities” or “Global Security” shall have the meaning assigned to it in Section 203
hereof.
“Interest Payment Date” shall have the meaning assigned to it in Section 206 hereof.
“Mexican GAAP” shall mean, with respect to the Notes, Normas de Información Financiera
aplicables en México (Financial Reporting Standards in Mexico) and the accounting principles and
policies of the Company and its Restricted Subsidiaries, in each case in effect as of the date of
the Twelfth Supplemental Indenture.
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“Notes” shall mean the Company’s 6.0% Senior Exchange Notes due 2018.
“Remaining Scheduled Payments” shall mean, with respect to the Notes, the remaining scheduled
payments of principal thereof and interest thereon that would be due after the related Redemption
Date but for such redemption.
“Securities” shall mean the Notes.
“Securities Act” shall mean the United States Securities Act of 1933, as amended.
Section 102. Section References.
Each reference to a particular Section set forth in this Thirteenth Supplemental Indenture
shall, unless the context otherwise requires, refer to this Thirteenth Supplemental Indenture.
ARTICLE II
TITLE AND TERMS OF THE SECURITIES
Section 201. Title of the Securities.
The title of the Securities of the series established hereby is the “6.0% Senior Exchange
Notes due 2018”.
Section 202. Amount and Denominations.
The aggregate original principal amount of the Notes which may be authenticated and delivered
under this Thirteenth Supplemental Indenture is limited to U.S.$500,000,000, except for Securities
of such series authenticated and delivered upon registration of transfer of, or in exchange for, or
in lieu of, other Securities of the same series pursuant to Section 305, 306, 904 or 1107 of the
Original Indenture; provided, however, that the Notes may be reopened, without the consent of the
Holders thereof, for issuance of additional Securities of the same series.
Section 203. Registered Securities.
The certificates for the Notes shall be Registered Securities in global form and shall be in
substantially the forms attached hereto as Exhibit A (the “Global Security”).
Section 204. [INTENTIONALLY OMITTED]
Section 205. Stated Maturity.
The Stated Maturity of the Notes on which the principal thereof is due and payable shall be
May 15, 2018.
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Section 206. Interest.
The principal of the Notes shall bear interest from May 12, 2008 or, after the first Interest
Payment Date, the most recent Interest Payment Date to which interest has been paid or provided
for, payable semi-annually on May 15 and November 15 of each year, commencing on November 15, 2008,
to the Persons in whose names the Notes (or one or more Predecessor Securities) are registered at
the close of business on the fifteenth calendar day preceding such Interest Payment Date. Interest
payable at maturity will be payable to the person to whom principal is payable on that date.
Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. If
any Interest Payment Date or Maturity would otherwise be a day that is not a Business Day (as
defined in the Original Indenture), the related payment of principal, interest, premium and
Additional Amounts will be made on the next succeeding Business Day as if it were made on the date
the payment was due, and no interest will accrue on the amounts so payable for the period from and
after the Interest Payment Date or Maturity, as the case may be, to the next succeeding Business
Day. Payments postponed to the next Business Day in this situation will be treated as if they were
made on the original due date and postponement of this kind will not result in an Event of Default
under the Notes, the Indenture or this Thirteenth Supplemental Indenture.
Interest on the Notes will accrue at the rate of 6.0% per annum, until the principal thereof
is paid or made available for payment.
Section 207. Registration, Transfer and Exchange.
The principal of, interest, premium and Additional Amounts on the Notes shall be payable and
the Notes may be surrendered or presented for payment, the Notes may be surrendered for
registration of transfer or exchange, and notices and demands to or upon the Company in respect of
the Notes and the Indenture may be served, at the office or agency of the Company maintained for
such purposes in The City of New York, State of New York, and so long as any Notes are listed on
the Luxembourg Stock Exchange for trading on the Euro MTF and the rules of the Luxembourg Stock
Exchange so require, a Paying Agent and a Transfer Agent with a specified office in Luxembourg,
from time to time; provided, however, that at the option of the Company payment of interest on
either series may be made by check mailed to the address of the Persons entitled thereto, as such
addresses shall appear in the Security Register.
The Company hereby initially appoints the Trustee at its office in The City of New York as the
Registrar, a Paying Agent and a Transfer Agent under the Indenture and the Trustee, by its
execution hereof, accepts such appointment; provided, however, that (subject to Section 1002 of the
Indenture) the Company may at any time remove the Trustee at its office or agency in The City of
New York designated for the foregoing purposes and may from time to time designate one or more
other offices or agencies for the foregoing purposes and may from time to time rescind such
designations. The Company hereby initially appoints The Bank of New York (Luxembourg) S.A. at its
office at ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇, ▇- ▇▇▇▇ Senningerberg, Luxembourg, to act as a Luxembourg
Paying Agent, Transfer Agent and Listing Agent under the Indenture and
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The Bank of New York (Luxembourg) S.A. by its execution hereof, hereby accepts such
appointment. The Trustee, the Registrar, each Paying Agent and Transfer Agent shall keep copies of
the Indenture available for inspection and copying by holders of the Notes during normal business
hours at their respective offices.
Notwithstanding the foregoing, a Holder of U.S.$10 million or more in aggregate principal
amount of certificated Notes on a Regular Record Date shall be entitled to receive interest
payments, if any, on any Interest Payment Date, other than an Interest Payment Date that is also
the date of Maturity, by wire transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not less than 15 calendar days prior to
the applicable Interest Payment Date. Any wire transfer instructions received by the Trustee will
remain in effect until revoked by the Holder. Any interest not punctually paid or duly provided
for on a certificated note on any Interest Payment Date other than the date of Maturity will cease
to be payable to the Holder of the Note as of the close of business on the related record date and
may either be paid (1) to the person in whose name the certificated note is registered at the close
of business on a special record date for the payment of the defaulted interest that is fixed by the
Company, written notice of which will be given to the holders of the notes not less than 30
calendar days prior to the special record date, or (2) at any time in any other lawful manner.
Section 208. Redemption of the Securities.
The Notes are redeemable by the Company pursuant to Sections 1008 and 1009 of the Original
Indenture in accordance with Article Eleven thereof.
Section 209. Denominations.
Interests in the Notes shall be in minimum denominations of U.S.$100,000 and integral
multiples of U.S.$1,000 in excess thereof.
Section 210. Currency.
The interest, premium, if any, Additional Amounts, if any, and principal on the Notes shall be
payable only in Dollars.
Section 211. Applicability of Certain Indenture Provisions.
All Sections of the Original Indenture shall apply to the Notes, except for Articles Twelve,
Thirteen and Fourteen.
Section 212. Security Registrar and Paying Agent.
The Trustee shall be Security Registrar and the initial Paying Agent and initial Transfer
Agent for the Notes (subject to the Company’s right (subject to Section 1002 of the Indenture) to
remove the Trustee as such Paying Agent and or Transfer Agent with respect to each series and or,
from time to time, to designate one or more co-registrars
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and one or more other Paying Agents and Transfer Agents and to rescind from time to time any
such designations), and The City of New York is designated as a Place of Payment for the Notes.
The Company shall maintain a Paying Agent and Transfer Agent in Luxembourg for so long as any Notes
are listed on the Luxembourg Stock Exchange for trading on the Euro MTF.
Section 213. Global Securities.
Form of Securities. The Notes may be issued in whole or in part in the form of one or
more Global Securities in fully registered form. No Notes will be issued in bearer form. The
initial Depositary for the Global Securities of each series shall be DTC, and the depositary
arrangements shall be those employed by whoever shall be the Depositary with respect to the Notes
from time to time.
Each Global Security authenticated under this Indenture shall be registered in the name of the
Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian
therefore, and each such Global Security shall constitute a single Security for all purposes of
this Indenture.
Notwithstanding any other provision in this Indenture or the Securities, no Global Security
may be exchanged, in whole or in part for certificated Notes, and no transfer of a Global Security
in whole or in part may be registered, in the name of any Person, other than the Depositary or a
nominee thereof unless (A) the Depositary has notified the Company that it is unwilling or unable
to continue as Depositary for such Global Security or (B) the Depositary has ceased to be a
clearing agency registered under the Exchange Act, or (C) there shall have occurred and be
continuing an Event of Default with respect to such Global Security or (D) the Company in its sole
discretion determines that the Global Securities (in whole not in part) should be exchanged for
certificated Notes and delivers a written notice to such effect to the Trustee; provided, however,
that interests in the Regulation S Security will not be exchangeable for certificated Notes until
expiration of the Restricted Period and receipt of certification of non-U.S. beneficial ownership.
Any Global Security exchanged pursuant to Clause (A) or (B) above shall be so exchanged in whole
and not in part and any Global Security exchanged pursuant to Clause (C) above may be exchanged in
whole or from time to time in part in the manner directed by the Depositary. In the event of the
occurrence of any of the events specified in this paragraph, the Company will promptly make
available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered
form, without interest coupons.
If the Company issues the Notes in certificated registered form, so long as the notes are
listed on the Luxembourg Stock Exchange for trading on the Euro MTF, the Company will maintain a
paying agent and a transfer agent in Luxembourg. The Company will also publish a notice in
Luxembourg in a leading newspaper having general circulation in Luxembourg (which is expected to be
d’Wort). The Company will also publish a notice in Luxembourg in a leading newspaper having
general circulation in Luxembourg if any change is made in the Paying Agent or the Transfer Agent
in Luxembourg.
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Upon any exchange, the certificated Notes shall be issued in definitive, fully-registered
form, without interest coupons, shall have an aggregate principal amount equal to that of such
Global Security or portion thereof to be so exchanged and shall be registered in such names and be
in such denominations as the Depositary shall designate. Any Global
Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as
Security Registrar. With regard to any Global Security to be exchanged in part, either such Global
Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the
Depositary or its nominee with respect to such Global Security, the principal thereof shall be
reduced, by an amount equal to the portion thereof to be so exchanged, by means of any appropriate
adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee
shall authenticate and deliver the Security issuable on such exchange to or upon the order of the
Depositary or an authorized representative thereof.
The provisions of the “Operating Procedures of the Euroclear System” and the
“Terms and Conditions Governing Use of Euroclear” and the “Management Regulations”
and “Instructions to Participants” of Clearstream Banking, respectively, shall be
applicable to any Global Security insofar as interests in such Global Security are held by the
agent members of Euroclear or Clearstream Banking. Account holders or participants in Euroclear
and Clearstream Banking shall have no rights under the Indenture with respect to such Global
Security, and the Depositary or its nominee may be treated by the Company, the Trustee, and any
agent of the Company or the Trustee as the owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee,
or any agent of the Company or the Trustee from giving effect to any written certification, proxy
or other authorization furnished by the Depositary or impair, as between DTC and its agent members,
the operation of customary practices governing the exercise of the rights of a holder of any
Security.
Section 214. [INTENTIONALLY OMITTED]
Section 215. Sinking Fund.
The Notes shall not be subject to any sinking fund or similar provision and shall not be
redeemable at the option of the holder thereof.
Section 216. Conversion; Exchange.
The Notes shall not be convertible into Common Stock.
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Section 217. Amendments.
This Supplemental Indenture may be amended by the Company without the consent of any holder of
the Notes in order for the restrictions on transfer contained herein to be in compliance with
applicable law or the Applicable Procedures.
Section 218. Applicable Procedures.
Notwithstanding anything else herein, the Company shall not be required to permit a transfer
to a Global Security that is not permitted by the Applicable Procedures.
Section 219. Paying and Transfer Agent.
The Bank of New York (Luxembourg) S.A. agrees that the provisions of Section 1003 of the
Original Indenture shall be binding on it as Luxembourg Paying Agent and Transfer Agent.
ARTICLE III
MISCELLANEOUS PROVISIONS
The Trustee makes no undertaking or representations in respect of, and shall not be
responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this
Thirteenth Supplemental Indenture or the proper authorization or the due execution hereof by the
Company or for or in respect of the recitals and statements contained herein, all of which recitals
and statements are made solely by the Company.
Except as expressly amended hereby, the Original Indenture shall continue in full force and
effect in accordance with the provisions thereof and the Original Indenture is in all respects
hereby ratified and confirmed.
This Thirteenth Supplemental Indenture and all its provisions shall be deemed a part of the
Original Indenture in the manner and to the extent herein and therein provided. This Thirteenth
Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the
State of New York, without regard to conflicts of laws principles thereof other than Section 5-1401
of the New York General Obligations Law.
This Thirteenth Supplemental Indenture may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Thirteenth Supplemental Indenture to
be duly executed as of the day and year first above written.
| GRUPO TELEVISA, S.A.B., as Issuer |
||||
| By: | ||||
| Name: | Salvi Folch Viadero | |||
| Title: | Chief Financial Officer | |||
| By: | ||||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Vice President and Controller | |||
| THE BANK OF NEW YORK MELLON, As Trustee, Registrar, Paying Agent and Transfer Agent |
||||
| BY | ||||
| Name: | ||||
| Title: | ||||
| THE BANK OF NEW YORK (LUXEMBOURG) S.A. As Luxembourg Paying Agent and Transfer Agent |
||||
| BY | ||||
| Name: | ||||
| Title: | ||||
▇▇. ▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ AX5 |
U.S.$ |
6.0% Senior Exchange Note due 2018
Grupo Televisa, S.A.B., a publicly-traded limited liability company (sociedad anónima
bursátil), organized under the laws of the United Mexican States (hereinafter called the “Company”,
which term includes any successor corporation under the Indenture referred to below), for value
received, hereby promises to pay Cede & Co., or registered assigns, the principal sum of million
U.S. dollars (U.S.$ ) on May 15, 2018 and to pay interest thereon from May 12, 2008 or from
the most recent date to which interest has been paid or provided for, semiannually on May 15 and
November 15, in each year (each, an “Interest Payment Date”), commencing November 15, 2008
at the rate of 6.0% per annum, until the principal hereof is paid or made available for payment.
Interest on this Note shall be calculated on the basis of a 360-day year consisting of twelve
30-day months. The interest so payable and paid or provided for on any Interest Payment Date will,
as provided in such Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest, which shall be the fifteenth calendar day (whether or not a Business Day) preceding such
Interest Payment Date. Any such interest which is payable, but is not paid or provided for, on any
Interest Payment Date shall forthwith cease to be payable to the registered Holder hereof on the
relevant Regular Record Date by virtue of having been such Holder, and may be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company,
notice whereof shall be given to the Holders of Notes of this Series not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in such Indenture.
Payment of principal, interest, Additional Amounts and any other amounts due on this Note will
be made at the office or agency of the Company maintained for that purpose in The Borough of
Manhattan, The City of New York, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts; provided, however, that,
at the option of the Company, interest may be paid by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register; provided, further, that
payment to DTC or any successor Depositary may be made by wire transfer to the account designated
by DTC or such successor Depositary in writing.
This Note is a global Security issued on the date hereof which represents U.S.$ of the
principal amount of the Company’s 6.0% Senior Exchange Notes due 2018. This Note is one of a duly
authorized issue of securities of the Company (herein called the “Notes”) issued and to be
issued in one series under an Indenture dated as of August 8, 2000, as supplemented by the first
supplemental indenture dated as of August 8, 2000, the second supplemental indenture dated as
of January 19, 2001, the third supplemental indenture dated as of September 13, 2001, the fourth
supplemental indenture dated as of March 11, 2002, the fifth supplemental indenture dated as of
March 8, 2002, the sixth supplemental indenture dated as of July 31, 2002, the seventh supplemental
indenture dated as of March 18, 2005, the eighth supplemental indenture dated as of May 26, 2005,
the ninth supplemental indenture dated as of September 6, 2005, the tenth supplemental indenture
dated as of May 9, 2007, the eleventh supplemental indenture dated as of August 24, 2007, and the
twelfth supplemental indenture dated as of May 12, 2008 (herein called, together with the
thirteenth supplemental indenture referred to below and all other indentures supplemental thereto,
the “Indenture”) between the Company and The Bank of New York Mellon, as Trustee (herein
called the “Trustee”, which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Notes, and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated on the face hereof,
initially limited (subject to exceptions provided in the Indenture) to the aggregate principal
amount specified in the Thirteenth Supplemental Indenture between the Company, The Bank of New York
Mellon, as Trustee, Registrar, Paying Agent and Transfer Agent and The Bank of New York
(Luxembourg) S.A. as Luxembourg Paying Agent, Transfer Agent and Listing Agent, dated as of , 2008,
establishing the terms of the Notes pursuant to the Indenture (the “Thirteenth Supplemental
Indenture”).
If an Event of Default with respect to the Notes shall occur and be continuing, the principal
of the Notes may be declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Notes of each series issued under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount of the Notes at
the time Outstanding of each series affected thereby. For all purposes of the Indenture, holders of
the Notes issued under the Thirteenth Supplemental Indenture will vote together with the holders of
the Notes issued pursuant to the Twelfth Supplemental Indenture who do not exchange such Notes for
new Notes pursuant to the exchange offer being consummated pursuant to the terms of the
Registration Rights Agreement that were attached as Exhibit F to the Twelfth Supplemental
Indenture, as single series of Notes.
The Indenture also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Notes of any series at the time Outstanding, on behalf of the
Holders of all Notes of such series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Notes issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Note or such Notes.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note, at the times, place and rate, and in the coin or currency,
herein and in the Indenture prescribed.
As provided in the Indenture and subject to certain limitations set forth therein and in this
Note, the transfer of this Note may be registered on the Security Register upon surrender of this
Note for registration of transfer at the office or agency of the Company maintained for the purpose
in any place where the principal of and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in
writing, and thereupon one or more new Notes of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Notes are issuable in book-entry fully registered form without coupons in minimum
denominations of U.S$100,000, and integral multiples of U.S.$1,000 as specified in the Thirteenth
Supplemental Indenture establishing the terms of the Notes and as more fully provided in the
Original Indenture. As provided in the Original Indenture, and subject to certain limitations set
forth in the Original Indenture and in this Note, the Notes are exchangeable for a like aggregate
principal amount of Notes of this Series in different authorized denominations, as requested by the
Holders surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith, other than in certain cases provided in the Indenture.
Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture contains provisions whereby (i) the Company may be discharged from its
obligations with respect to the Notes (subject to certain exceptions) or (ii) the Company may be
released from its obligation under specified covenants and agreements in the Indenture, in each
case if the Company irrevocably deposits with the Trustee money or U.S. Government Obligations
sufficient to pay and discharge the entire indebtedness on all Notes of this series, and satisfies
certain other conditions, all as more fully provided in the Indenture.
This Note shall be governed by and construed in accordance with the laws of the State of New
York without giving effect to any provisions relating to conflicts of laws other than Section
5-1401 of the New York General Obligations Law.
All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee under the Indenture by the manual signature of one of its
authorized signatories, this Note shall not be entitled to any benefits under the Indenture or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.
| GRUPO TELEVISA, S.A.B. | ||||||||||||||
Attest:
|
By: | |||||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | Name: | Salvi Folch Viadero | |||||||||||
| Title: | Secretary of the Board of Directors of Grupo Televisa, S.A.B. |
Title: | Chief Financial Officer | |||||||||||
| By: | ||||||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Santa ▇▇▇▇ | |||||||||||||
| Title: | Vice President — Legal and General Counsel |
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TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated therein referred to in the within-mentioned
Indenture.
| Dated: , 2008. | THE BANK OF NEW YORK MELLON, as Trustee |
|||
| By: | ||||
FORM OF REVERSE OF SECURITY
This Note is one of a duly authorized issue of Notes of the Company designated as its 6.0%
Senior Exchange Notes due 2018 (hereinafter called the “Notes”), limited in aggregate
principal amount to U.S.$500,000,000 issued and to be issued under a Thirteenth Supplemental
Indenture, dated as of , 2008 (hereinafter called the “Thirteenth Supplemental Indenture”),
among the Company, The Bank of New York Mellon, as Trustee, Registrar, Paying Agent and Transfer
Agent and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent and Transfer Agent.
Additional Amounts. All payments of amounts due in respect of the Notes by the Company will be
made without withholding or deduction for or on account of any present or future taxes or duties of
whatever nature imposed or levied by or on behalf of Mexico any political subdivision thereof or
any agency or authority of or in Mexico (“Taxes”) unless the withholding or deduction of
such Taxes is required by law or by the interpretation or administration thereof. In that event,
the Company will pay such additional amounts (“Additional Amounts”) as may be necessary in
order that the net amounts receivable by the Holders after such withholding or deduction shall
equal the respective amounts which would have been receivable in respect of the Notes, in the
absence of such withholding or deduction, which Additional Amounts shall be due and payable when
the amounts to which such Additional Amounts relate are due and payable; except that no such
Additional Amounts shall be payable with respect to:
(i) any Taxes which are imposed on, or deducted or withheld from, payments made to
the Holder or beneficial owner of a Note by reason of the existence of any present
or former connection between the Holder or beneficial owner of the Note (or between
a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power
over, such Holder or beneficial owner, if such Holder or beneficial owner is an
estate, trust, corporation or partnership) and Mexico (or any political subdivision
or territory or possession thereof or area subject to its jurisdiction) (including,
without limitation, such Holder or beneficial owner (or such fiduciary, settlor,
beneficiary, member, shareholder or possessor) (x) being or having been a citizen or
resident thereof, (y) maintaining or having maintained an office, permanent
establishment, fixed base or branch therein, or (z) being or having been present or
engaged in trade or business therein) other than the mere holding of such Note or
the receipt of amounts due in respect thereof;
(ii) any estate, inheritance, gift, sales, stamp, transfer or personal property Tax;
(iii) any Taxes that are imposed on, or withheld or deducted from, payments made to
the Holder or beneficial owner of a Note to the extent such Taxes would not have
been so imposed, deducted or withheld but for the failure by such Holder or
beneficial owner of such Note to comply with any certification, identification,
information, documentation or other reporting requirement concerning the
nationality, residence, identity or connection with Mexico (or any political
subdivision or territory or possession thereof or area subject to its jurisdiction)
of
the Holder or beneficial owner of such Note if (x) such compliance is required or
imposed by a statute, treaty, regulation, rule, ruling or administrative practice in
order to make any claim for exemption from, or reduction in the rate of, the
imposition, withholding or deduction of any Taxes, and (y) at least 60 days prior to
the first payment date with respect to which the Company shall apply this clause
(iii), the Company shall have notified all the Holders of Notes, in writing, that
such Holders or beneficial owners of the Notes will be required to provide such
information or documentation;
(iv) any Taxes imposed on, or withheld or deducted from, payments made to a Holder
or beneficial owner of a Note at a rate in excess of the 4.9% rate of Tax in effect
on the date hereof and uniformly applicable in respect of payments made by the
Company to all Holders or beneficial owners eligible for the benefits of a treaty
for the avoidance of double taxation to which Mexico is a party without regard to
the particular circumstances of such Holders or beneficial owners (provided that,
upon any subsequent increase in the rate of Tax that would be applicable to payments
to all such Holders or beneficial owners without regard to their particular
circumstances, such increased rate shall be substituted for the 4.9% rate for
purposes of this clause (iv)), but only to the extent that (x) such Holder or
beneficial owner has failed to provide on a timely basis, at the reasonable request
of the Company (subject to the conditions set forth below), information,
documentation or other evidence concerning whether such Holder or beneficial owner
is eligible for benefits under a treaty for the avoidance of double taxation to
which Mexico is a party if necessary to determine the appropriate rate of deduction
or withholding of Taxes under such treaty or under any statute, regulation, rule,
ruling or administrative practice, and (y) at least 60 days prior to the first
payment date with respect to which the Company shall make such reasonable request,
the Company shall have notified the Holders of the Notes, in writing, that such
Holders or beneficial owners of the Notes will be required to provide such
information, documentation or other evidence;
(v) to or on behalf of a Holder of a Note in respect of Taxes that would not have
been imposed but for the presentation by such Holder for payment on a date more than
15 days after the date on which such payment became due and payable or the date on
which payment thereof is duly provided for and notice thereof given to Holders,
whichever occurs later, except to the extent that the Holder of such Note would have
been entitled to Additional Amounts in respect of such Taxes on presenting such Note
for payment on any date during such 15-day period;
(vi) any withholding or deduction imposed on a payment to an individual required to
be made pursuant to the European Council Directive 2003/48/EC (the
“Directive”) or any law implementing or introduced in order to conform to,
such Directive; or
(vii) any combination of (i), (ii), (iii), (iv), (v) or (vi) above (the Taxes
described in clauses (i) through (vii), for which no Additional Amounts are payable,
are hereinafter referred to as “Excluded Taxes”).
Notwithstanding the foregoing, the limitations on the Company’s obligation to pay Additional
Amounts set forth in clauses (iii) and (iv) above shall not apply if (a) the provision of
information, documentation or other evidence described in such clauses (iii) and (iv) would be
materially more onerous, in form, in procedure or in the substance of information disclosed, to a
Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and
Mexican law, rules, regulations or administrative practice) than comparable information or other
reporting requirements imposed under U.S. tax law, regulations and administrative practice (such as
IRS Forms W-8BEN and W-9) or (b) Rule 3.23.8 issued by the Secretaría de Hacienda y Crédito Público
(Ministry of Finance and Public Credit), or a substantially similar successor of such rule is in
effect, unless the provision of the information, documentation or other evidence described in
clauses (iii) and (iv) is expressly required by statute, regulation, rule, ruling or administrative
practice in order to apply Rule 3.23.8 (or a substantially similar successor of such rule), the
Company cannot obtain such information, documentation or other evidence on its own through
reasonable diligence and the Company otherwise would meet the requirements for application of Rule
3.23.8 (or such other successor of such rule). In addition, such clauses (iii) and (iv) shall not
be construed to require that a non-Mexican pension or retirement fund or a non-Mexican financial
institution or any other Holder register with the Ministry of Finance and Public Credit for the
purpose of establishing eligibility for an exemption from or reduction of Mexican withholding tax
or to require that a Holder or beneficial owner certify or provide information concerning whether
it is or is not a tax-exempt pension or retirement fund.
At least 30 days prior to each date on which any payment under or with respect to the Notes is
due and payable, if the Company will be obligated to pay Additional Amounts with respect to such
payment (other than Additional Amounts payable on the date of the Indenture or Twelfth Supplemental
Indenture relating to such Notes), the Company will deliver to the relevant Trustee an Officers’
Certificate stating the fact that such Additional Amounts will be payable and the amounts so
payable and will set forth such other information necessary to enable the relevant Trustee to pay
such Additional Amounts to Holders on the payment date. Whenever either in the Indenture or such
Supplemental Indenture there is mentioned, in any context, the payment of principal (and premium,
if any), Redemption Price, interest or any other amount payable under or with respect to any Note,
such mention shall be deemed to include mention of the payment of Additional Amounts to the extent
that, in such context, Additional Amounts are, were or would be payable in respect thereof.
Repurchase of Notes upon a Change of Control. The Company must commence, within 30 days of the
occurrence of a Change of Control, and consummate an Offer to Purchase for all Notes then
outstanding, at a purchase price equal to 101% of the principal amount of the Notes on the date of
repurchase, plus accrued interest (if any) to the date of purchase. The Company is not required to
make an Offer to Purchase following a Change of Control if a third party makes an Offer to Purchase
that would be in compliance with the provisions described in this Section if it were made by the
Company and such third party purchases (for the consideration referred to in the immediately
preceding sentence) the Notes validly tendered and not withdrawn. Prior to the mailing of the
notice to Holders and publishing such notice to Holders in a daily newspaper of
general circulation in Luxembourg commencing such Offer to Purchase, but in any event within
30 days following any Change of Control, the Company, covenants to (i) repay in full all
indebtedness of the Company that would prohibit the repurchase of the Notes pursuant to such Offer
to Purchase or (ii) obtain any requisite consents under instruments governing any such indebtedness
of the Company to permit the repurchase of the Notes. The Company shall first comply with the
covenant in the preceding sentence before it shall be required to repurchase Notes pursuant to this
covenant.
Optional Redemption. The Company may redeem any of the Notes (the “Optional
Redemption”) in whole or in part, at any time or from time to time prior to their maturity,
upon not less than 30 nor more than 60 days’ prior notice of the date for such redemption (the
“Redemption Date”) mailed by first class mail to each Holder’s registered address, at a
redemption price equal to the greater of (1) 100% of the principal amount of such Notes redeemed
and (2) the sum of the present values of each remaining scheduled payment of principal and interest
thereon (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on
a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 30 basis points (the “ Make-Whole Amount”), plus in each case accrued and unpaid
interest on the principal amount of the Notes to the Redemption Date.
“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the
semiannual equivalent yield to maturity or interpolated maturity (on a day count basis) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such redemption
date.
“Comparable Treasury Issue” means the United States Treasury security or securities selected
by an Independent Investment Banker as having an actual or interpolated maturity comparable to the
remaining term of the notes to be redeemed that would be utilized, at the time of the selection and
in accordance with customary financial practice, in pricing new issues of corporate debt securities
of a comparable maturity to the remaining term of such notes.
“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Company.
“Comparable Treasury Price” means, with respect to any redemption date (1) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotation or (2) if the Company obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.
“Reference Treasury Dealer” means HSBC Securities (USA) Inc., ▇.▇. ▇▇▇▇▇▇ Securities Inc. or
their affiliates which are primary United States government securities dealers and two other
leading primary United States government securities dealers in New York City reasonably designated
by the Company; provided, however, that if any of the foregoing shall cease to be a primary United
States government securities dealer in New York City (a “Primary Treasury Dealer”), the Company
will substitute therefore another Primary Treasury Dealer.
“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Company, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Company by such Reference Treasury Dealer at 3:30 pm New York time on the
third business day preceding such redemption date.
On and after the Redemption Date, interest will cease to accrue on the Notes or any portion of
the Notes called for redemption (unless the Company defaults in the payment of the redemption price
and accrued interest). On or before the Redemption Date, the Company will deposit with the Trustee
money sufficient to pay the Make-Whole Amount and (unless the Redemption Date shall be an interest
payment date) accrued interest to the Redemption Date on the Notes to be redeemed on such date. If
less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the
Trustee by such method as the Trustee shall deem fair and appropriate.
The election of the Company to redeem the Notes shall be evidenced by a certificate (a
“Make-Whole Redemption Certificate”) of an officer of the Company, which certificate shall be
delivered to the Trustee. The Company shall, not less than 45 days nor more than 60 days prior to
the Redemption Date, notify the Trustee in writing of such Redemption Date and of all other
information necessary to the giving by the Trustee of notices of the Optional Redemption. The
Trustee shall be entitled to rely conclusively upon the information so furnished by the Company in
the Make-Whole Redemption Certificate and shall be under no duty to check the accuracy or
completeness thereof. Such notice shall be irrevocable and upon its delivery the Company shall be
obligated to make the payment or payments to the Trustee referred to therein at least two Business
Days prior to such Redemption Date.
Notice of the Optional Redemption shall be given by the Trustee to the holders, in accordance
with the provisions of Section 106 of the Original Indenture, upon the mailing by first-class
postage prepaid to each holder at the address of such holder as it appears in the Register not less
than 30 days nor more than 60 days prior to the Redemption Date.
The notice of Optional Redemption shall state:
(i) the Redemption Date;
(ii) the Make-Whole Amount;
(iii) the sum of all other amounts due to the holders under the Notes and the Indenture;
(iv) that on the Redemption Date the Make-Whole Amount will become due and payable upon each
such Note so to be redeemed;
(v) the place or places, including the offices of our Paying Agent in Luxembourg, where such
Notes so to be redeemed are to be surrendered for payment of the Make-Whole Amount; and
(vi) the ISIN number of the Notes.
Notice of the Optional Redemption having been given as aforesaid, the Notes so to be redeemed
shall, on the Redemption Date, become due and payable at the Make-Whole Amount therein specified.
Upon surrender of any such Notes for redemption in accordance with such notice, such Notes shall be
paid by the Paying Agent on behalf of the Company on the
Redemption Date; provided that moneys sufficient therefor have been deposited with the Trustee
for the holders.
Notwithstanding anything to the contrary in the Indenture or in the Notes, if a Make-Whole
Redemption Certificate has been delivered to the Trustee and the Company shall have paid to the
Trustee for the benefit of the holders (i) the Make-Whole Amount and (ii) all other amounts due to
the holders and the Trustee under the Notes and the Indenture, then neither the holders nor the
Trustee on their behalf shall any longer be entitled to exercise any of the rights of the holders
under the Notes other than the rights of the holders to receive payment of such amounts from the
Paying Agent and the occurrence of an Event of Default whether before or after such payment by the
Company to the Trustee for the benefit of the holders shall not entitle either the holders or the
Trustee on their behalf after such payment to declare the principal of any Notes then outstanding
to be due and payable on any date prior to the Redemption Date. The funds paid to the Trustee
shall be used to redeem the Notes on the Redemption Date.
Withholding Tax Redemption. The Notes are subject to redemption (“Withholding Tax Redemption”)
at any time (a “Withholding Tax Redemption Date”), as a whole but not in part, at the election of
the Company, at a redemption price equal to 100% of the unpaid principal amount thereof plus
accrued and unpaid interest, if any, to and including the Withholding Tax Redemption Date (the
“Withholding Tax Redemption Price”) if, as a result of (i) any change in or amendment to the laws,
rules or regulations of Mexico, or any political subdivision or taxing authority or other
instrumentality thereof or therein, or (ii) any amendment to or change in the rulings or
interpretations relating to such laws, rules or regulations made by any legislative body, court or
governmental or regulatory agency or authority (including the enactment of any legislation and the
publication of any judicial decision or regulatory determination) of Mexico, or any political
subdivision or taxing authority or other instrumentality thereof or therein, or (iii) any official
interpretation, application or pronouncement by any legislative body, court or governmental or
regulatory agency or authority that provides for a position with respect to such laws, rules or
regulations that differs from the theretofore generally accepted position, which amendment or
change is enacted, promulgated, issued or announced or which interpretation, application or
pronouncement is issued or announced, in each case, after the Closing Date, the Company has become
or would become required to pay any Additional Amounts in excess of those attributable to Taxes
that are imposed, deducted or withheld at a rate of 10% on or from any payments under the Notes.
The election of the Company to redeem the Notes shall be evidenced by a certificate (a
“Withholding Tax Redemption Certificate”) of a financial officer of the Company, which certificate
shall be delivered to the Trustee. The Company shall, not less than 35 days nor more than 45 days
prior to the Withholding Tax Redemption Date, notify the Trustee in writing of such Withholding Tax
Redemption Date and of all other information necessary to the giving by the Trustee of notices of
such Withholding Tax Redemption. The Trustee shall be entitled to rely conclusively upon the
information so furnished by the Company in the Withholding Tax Redemption Certificate and shall be
under no duty to check the accuracy or completeness thereof. Such notice shall be irrevocable and
upon its delivery the Company shall be obligated to make the payment or payments to the Trustee
referred to therein at least two Business Days prior to such Withholding Tax Redemption Date.
Notice of Withholding Tax Redemption shall be given by the Trustee to the Holders, in
accordance with the provisions of Section 106 of the Original Indenture, upon the mailing by
first-class postage prepaid to each Holder at the address of such Holder as it appears in the
Register not less than 30 days nor more than 60 days prior to the Withholding Tax Redemption Date.
The notice of Withholding Tax Redemption shall state:
(i) the Withholding Tax Redemption Date;
(ii) the Withholding Tax Redemption Price;
(iii) the sum of all other amounts due to the Holders under the Notes and the
Indenture;
(iv) that on the Withholding Tax Redemption Date the Withholding Tax Redemption Price
will become due and payable upon each such Note so to be redeemed;
(v) the place or places, including the offices of our Paying Agent in Luxembourg, where
such Notes so to be redeemed are to be surrendered for payment of the Withholding Tax
Redemption Price; and
(vi) the ISIN number of the Notes.
Notice of Withholding Tax Redemption having been given as aforesaid, the Notes so to be
redeemed shall, on the Withholding Tax Redemption Date, become due and payable at the Withholding
Tax Redemption Price therein specified. Upon surrender of any such Notes for redemption in
accordance with such notice, such Notes shall be paid by the Paying Agent on behalf of the Company
on the Withholding Tax Redemption Date; provided that moneys sufficient therefor have been
deposited with the Trustee for the Holders.
Notwithstanding anything to the contrary in the Indenture or in the Notes, if a Withholding
Tax Redemption Certificate has been delivered to the Trustee and the Company shall have paid to the
Trustee for the benefit of the Holders (i) the Withholding Tax Redemption Price and (ii) all other
amounts due to the Holders and the Trustee under the Notes and the Indenture, then neither the
Holders nor the Trustee on their behalf shall any longer be entitled to exercise any of the rights
of the Holders under the Notes other than the rights of the Holders to receive payment of such
amounts from the Paying Agent and the occurrence of an Event of Default whether before or after
such payment by the Company to the Trustee for the benefit of the Holders shall not entitle either
the Holders or the Trustee on their behalf after such payment to declare the principal of any Notes
then outstanding to be due and payable on any date prior to the Withholding Tax Redemption Date.
The funds paid to the Trustee shall be used to redeem the Notes on the Withholding Tax Redemption
Date.
All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.