Tv Azteca Sa De Cv Sample Contracts

Tv Azteca Sa De Cv – RESTRUCTURING AGREEMENT dated as of June 16, 2003 by and among OPERADORA UNEFON S.A. DE C.V., as Borrower and Operator, CODISCO INVESTMENTS LLC, as NORTEL NETWORKS LIMITED, as Lender, Administrative Agent and Collateral Agent, and NORTEL NETWORKS LIMITED, together with NORTEL NETWORKS DE MEXICO, S.A. DE C.V., as Vendor (July 29th, 2004)

RESTRUCTURING AGREEMENT dated as of June 16, 2003 (this “Agreement”), by and among OPERADORA UNEFON S.A. DE C.V. (formerly known as SISTEMAS PROFESIONALES DE COMUNICACION, S.A. DE C.V.), a corporation organized under the laws of Mexico, with its principal office at Periferico Sur 4119, Col. Fuentes del Pedregal, Mexico 14141, D.F., as borrower (the “Borrower”) and as operator (the “Operator”), CODISCO INVESTMENTS LLC, a limited liability company organized under the laws of the State of Delaware (“Codisco” ), NORTEL NETWORKS LIMITED (formerly known as NORTEL NETWORKS CORPORATION), a company organized under the laws of Canada, with its principal office at 8200 Dixie Road, Suite 100, Brampton, Ontario L6T 5P6, Canada, as lender (the “Lender”), as administrative agent (the “Administrative Agent”) and as collateral agent (“Collateral Agent”), and NORTEL NETWORKS DE MEXICO, S.A. DE C.V., a corporation organized under the laws of Mexico, with its principal office at Insurgentes Sur No 1605, P

Tv Azteca Sa De Cv – PAGARE NO NEGOCIABLE NON-NEGOTIABLE PROMISSORY NOTE (June 30th, 2003)

EXHIBIT 4.16 ASSIGNMENT OF THIS PROMISSORY NOTE IS LIMITED BY THE TERMS OF THE RESTRUCTURING AGREEMENT DATED AS OF THE DATE HEREOF AMONG OPERADORA UNEFON, S.A. DE C.V., NORTEL NETWORKS LIMITED, NORTEL NETWORKS DE MEXICO, S.A. DE C.V. AND CODISCO INVESTMENTS LLC. EL ENDOSO DEL PRESENTE PAGARE ESTARA LIMITADO POR LOS TERMINOS DEL CONTRATO DE REESTRUCTURA, CELEBRADO EN LA MISMA FECHA QUE EL PRESENTE PAGARE, ENTRE OPERADORA UNEFON, S.A. DE C.V., NORTEL NETWORKS LIMITED, NORTEL NETWORKS DE MEXICO, S.A. DE C.V. Y CODISCO INVESTMENTS LLC. PAGARE NO NEGOCIABLE NON-NEGOTIABLE PROMISSORY NOTE E.U.A. $324,886,411.63 Dolares, Mexico, Distrito Federal, U.S.$324,886,411.63 Mexico, Federal District June 16, 2003. 16 de junio de 2003. El suscrito, Operadora Unefon, S.A.

Tv Azteca Sa De Cv – ASSIGNMENT AND ASSUMPTION AGREEMENT (June 30th, 2003)

Exhibit 4.15 ASSIGNMENT AND ASSUMPTION AGREEMENT June 16, 2003 Reference is made to the Finance Agreement, dated as of September 7, 1999, as amended ("Finance Agreement"), by and among Operadora Unefon, S.A. de C.V. (formerly known as Sistemas Profesionales de Comunicacion, S.A. de C.V.), as borrower (the "Borrower"), Nortel Networks Limited, as administrative agent (the "Administrative Agent"), as collateral agent (the "Collateral Agent") and as lender (the "Lender"). Terms defined in the Finance Agreement are used herein as therein defined unless otherwise defined herein. Nortel Networks Limited (the "Assignor") and Codisco Investments LLC (the "Assignee") hereby agree as follows: 1. The Assignor hereby sells and assigns to the Assignee without recourse and without representation or warranty (other than a

Tv Azteca Sa De Cv – FINANCE AGREEMENT (June 30th, 2003)

Exhibit 4.11 Execution Version ----------------- SEVENTH AMENDMENT TO FINANCE AGREEMENT Seventh Amendment to Finance Agreement (the "Amendment") dated as of January 16, 2002 by and among OPERADORA UNEFON, S.A. DE C.V., as borrower (the "Borrower"), TORONTO DOMINION (TEXAS), INC. ("Toronto Dominion"), as collateral agent (in such capacity, the "Collateral Agent"), and NORTEL NETWORKS LIMITED (formerly known as Nortel Networks Corporation) ("Nortel Networks"), as administrative agent (the "Administrative Agent") (pursuant to the Acceptance of Appointment as Administrative Agent dated June 25, 2000) and lender ("Lender" and together with the several lenders party to the Finance Agreeme

Tv Azteca Sa De Cv – PURCHASE AND SALE AGREEMENT (March 5th, 2003)

Exhibit 4.2 EXECUTION COPY PURCHASE AND SALE AGREEMENT among PAPPAS TELECASTING OF SOUTHERN CALIFORNIA LLC, PAPPAS TELECASTING OF HOUSTON, PAPPAS TELECASTING OF CONCORD, HISPANIC AMERICA OF HOUSTON, LLC, HISPANIC AMERICA OF SAN FRANCISCO, LLC and AZTECA INTERNATIONAL CORPORATION ----------------- Dated as of February 11, 2003 ----------------- TABLE OF CONTENTS Page

Tv Azteca Sa De Cv – SETTLEMENT AGREEMENT (March 5th, 2003)

Exhibit 4.1 EXECUTION COPY SETTLEMENT AGREEMENT among TV AZTECA, S.A. DE C.V., AZTECA INTERNATIONAL CORPORATION, PAPPAS TELECASTING COMPANIES, PAPPAS TELECASTING OF SOUTHERN CALIFORNIA LLC, PAPPAS SOUTHERN CALIFORNIA LICENSE, LLC, PAPPAS TELECASTING OF HOUSTON, HISPANIC AMERICA OF HOUSTON, LLC, PAPPAS TELECASTING OF CONCORD, HISPANIC AMERICA OF SAN FRANCISCO, LLC PAPPAS TELECASTING OF NEVADA, PAPPAS TELECASTING OF ARIZONA, LLC, and PAPPAS ARIZONA LICENSE, LLC Date

Tv Azteca Sa De Cv – CREDIT AGREEMENT (March 5th, 2003)

Exhibit 4.6 EXECUTION COPY ------------------------------------------------------------------------------- AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 11, 2003 between PAPPAS TELECASTING OF SOUTHERN CALIFORNIA LLC, as Debtor and AZTECA INTERNATIONAL CORPORATION ------------------------------------------------------------------------------- TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ........................................ 2 Section 1.1 Certain Defined Terms Relatin

Tv Azteca Sa De Cv – LOCAL MARKETING AGREEMENT (March 5th, 2003)

Exhibit 4.4 EXECUTION COPY LOCAL MARKETING AGREEMENT This Local Marketing Agreement (this "Agreement") is dated as of February 11, 2003, among Pappas Telecasting of Southern California LLC, a Delaware limited liability company ("PTSC") and Pappas Southern California License LLC, a Delaware limited liability company ("PSC License" and, collectively with PTSC, "Pappas"), and Azteca International Corporation, a Delaware corporation ("AIC") and TV Azteca, S.A. de C.V., a sociedad anonima de capital variable incorporated under the laws of Mexico ("TVA") as guarantor. WHEREAS, PSC License is a direct, wholly-owned subsidiary of PTSC and the licensee of KAZA-TV, Avalon, California (the "Station"), pursuant to authorizations granted by the Federal Communications Commission ("FCC"); WHEREAS, TVA, the ultimate pare

Tv Azteca Sa De Cv – AMENDED AND RESTATED PROMISSORY NOTE (March 5th, 2003)

Exhibit 4.7 AMENDED AND RESTATED PROMISSORY NOTE U.S. $128,000,000 Dated: February 11, 2003 (subject to increase pursuant to the terms of the Amended and Restated Credit Agreement referred to below) FOR VALUE RECEIVED, the undersigned, PAPPAS TELECASTING OF SOUTHERN CALIFORNIA LLC, a Delaware limited liability company (the "Debtor"), HEREBY PROMISES TO PAY to the order of AZTECA INTERNATIONAL CORPORATION, a Delaware corporation ("AIC"), on the Maturity Date (as defined in the Amended and Restated Credit Agreement referred to below), in lawful money of the United States of America, the principal sum of U.S.$128,000,000 (subject to increase pursuant to the terms of the Amended and Restated Credit Agreement referred to below) or, if less, the aggregate principal amount of the PTSC Debt outstanding on the Maturity Date under (and as defined in) the Amended a

Tv Azteca Sa De Cv – GUARANTY AGREEMENT (March 5th, 2003)

Exhibit 4.5 EXECUTION COPY GUARANTY AGREEMENT This Guaranty Agreement (this "Guaranty"), dated as of February __, 2003, is made by TV Azteca, S.A. de C.V. ("Guarantor"), in favor of Pappas Telecasting of Southern California LLC (the "Beneficiary"). WHEREAS, Azteca International Corporation ("AIC") is an indirect wholly-owned subsidiary of the Guarantor; and WHEREAS, Azteca International Corporation, the Beneficiary, and Pappas Southern California License, LLC, a direct, wholly-owned subsidiary of the Beneficiary, have entered into that certain Local Marketing Agreement (as the same may be amended, the "LMA"), dated as of the date hereof, pursuant to which AIC will provide programming to KAZA-TV, Avalon, California, for which Pappas Southern California License, LLC is the licensee pursuant to authorizat