as Issuer,Supplemental Indenture • June 13th, 2005 • Grupo Televisa S A • Television broadcasting stations • New York
EXHIBIT 6 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 28th, 1997 • Grupo Televisa S A • Television broadcasting stations • Delaware
as Issuer,Indenture • June 13th, 2005 • Grupo Televisa S A • Television broadcasting stations • New York
Form of Ninth Supplemental Indenture]Grupo Televisa S A • June 13th, 2005 • Television broadcasting stations • New York
EXHIBIT 5 AMENDED AND RESTATED STOCKHOLDER AGREEMENTStockholder Agreement • May 28th, 1997 • Grupo Televisa S A • Television broadcasting stations • Delaware
RECITALSPledge and Security Agreement • May 30th, 1997 • Grupo Televisa S A • Television broadcasting stations • New York
INVESTMENT CONTRACT OF TELEVISA IN M/A AND IN GESTORA DE INVERSIONES AUDIOVISUALES LA SEXTA, S.A.Grupo Televisa S A • June 30th, 2006 • Television broadcasting stations
AMONGRegistration Rights Agreement • June 13th, 2005 • Grupo Televisa S A • Television broadcasting stations • New York
By: SATELLITE COMPANY, LLC By: Fonovisa Centroamerica, S.A. Title: Manager By: /s/ Jorge Suarez Barbosa -------------------------- Name: Jorge Suarez Barbosa Title: Attorney-in-FactJoint Filing Agreement • May 28th, 1997 • Grupo Televisa S A • Television broadcasting stations
Registration Rights Agreement Dated as of November 30, 2009 among Grupo Televisa, S.A.B. and Credit Suisse Securities (USA) LLCRegistration Rights Agreement • January 29th, 2010 • Grupo Televisa, S.A.B. • Television broadcasting stations • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into this 30th day of November, 2009, among 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 “Company”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”).
RECITALS A. The parties hereto have entered into that certain Collateral Trust Agreement, dated as of May 16, 1997 (the "Original Trust Agreement") and Contributor, Parent and the Trustee have entered into that certain Pledge and Security Agreement,...Collateral Trust Agreement • June 27th, 1997 • Grupo Televisa S A • Television broadcasting stations • New York
EXHIBIT 4.7 PROGRAM LICENSE AGREEMENT This PROGRAM LICENSE AGREEMENT is entered into as of May 31, 2005 (the "Effective Date") by and between Grupo Televisa, S.A., a Mexican corporation (hereinafter "Licensor") and Univision Communications Inc., a...Program License Agreement • June 30th, 2006 • Grupo Televisa S A • Television broadcasting stations • California
UNDERWRITING AGREEMENTUnderwriting Agreement • May 24th, 2019 • Grupo Televisa, S.A.B. • Television broadcasting stations • New York
Grupo Televisa, S.A.B., a publicly traded limited liability stock corporation (sociedad anónima bursátil) (the “Company” or “Televisa”) organized under the laws of the United Mexican States (“Mexico”), confirms its agreement with each of the Underwriters named in Schedule A hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in Schedule A of US$750,000,000 aggregate principal amount of the Company’s 5.250% Senior Notes due 2049 (the “Securities”). The Securities are to be issued in book-entry form pursuant to an indenture, dated as of August 8, 2000, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of August 8, 2000, the second supplemental indentur
English Translation for Information Purposes OnlyFirst Modifying Agreement • January 19th, 2006 • Grupo Televisa S A • Television broadcasting stations
FIRST MODIFYING AGREEMENT TO THE ADMINISTRATION TRUST CONTRACT NUMBER 80375 EXECUTED ON MARCH 23, 2004, ENTERED INTO BY AND AMONG THE PARTIES SET FORTH BELOW
SECOND AMENDED AND RESTATED 2011 PROGRAM LICENSE AGREEMENT by and between TELEVISA, S.A. DE C.V. and UNIVISION COMMUNICATIONS INC.2011 Program License Agreement • April 29th, 2016 • Grupo Televisa, S.A.B. • Television broadcasting stations • New York
This SECOND AMENDED AND RESTATED 2011 PROGRAM LICENSE AGREEMENT (this “Agreement”) is entered into as of July 1, 2015 by and between Televisa, S.A. de C.V., a Mexican corporation (hereinafter “Licensor”) and Univision Communications Inc., a Delaware corporation (“Licensee”), shall be, excluding only clause (a) of Section 14 hereof, effective as of January 1, 2015 (the “Effective Date”), and except as expressly stated herein, (i) amends and restates that certain Amended and Restated 2011 Program License Agreement made as of the 28th day of February 2011 by and between Licensor and Licensee (the “First Amended and Restated Agreement”) that, effective as of January 1, 2011 (the “Prior Effective Date”), amended and restated that certain 2011 Program License Agreement made as of the 20th day of December, 2010 by and between Licensor and Licensee (it being understood and agreed that clause (a) of Section 14 of the First Amended and Restated Agreement shall continue in effect following the Ef
GRUPO TELEVISA, S.A.B. AND THE BANK OF NEW YORK As Depositary AND HOLDERS AND BENEFICIAL OWNERS FROM TIME TO TIME OF GLOBAL DEPOSITARY SHARES EVIDENCED BY GLOBAL DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of _____________, 2007Deposit Agreement • September 17th, 2007 • Grupo Televisa, S.A.B. • Television broadcasting stations • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of __________, 2007, among GRUPO TELEVISA, S.A.B., a limited liability public stock corporation organized under the laws of the United Mexican States and its successors (the “Company”), THE BANK OF NEW YORK, a New York banking corporation, and any successor as depositary hereunder (the “Depositary”), and all holders (the “Holders”) and beneficial owners (the “Beneficial Owners”) from time to time of Global Depositary Shares evidence by Global Depositary Receipts issued hereunder.
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 MELLON (LUXEMBOURG) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent EIGHTEENTH SUPPLEMENTAL...Supplemental Indenture • November 24th, 2015 • Grupo Televisa, S.A.B. • Television broadcasting stations • New York
EIGHTEENTH SUPPLEMENTAL INDENTURE, dated as of the 24th day of November, 2015 (the “Eighteenth Supplemental Indenture”), among GRUPO TELEVISA, S.A.B., a limited liability public 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 101 Barclay Street, New York, New York 10286, as trustee (the “Trustee”), registrar (“Registrar”), paying agent (“Paying Agent”) and transfer agent (“Transfer Agent”) and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., a bank duly incorporated and existing under the laws of Luxembourg, at its office at Vertigo Building, Polaris, 2-4 rue Eugène Ruppert, L-2453, Luxembourg, as Luxembourg paying agent and Luxembourg transfer agent (a “Paying Agent” and a “Transfer Agent”, as the case may be);
ContractTrust Agreement • September 17th, 2007 • Grupo Televisa, S.A.B. • Television broadcasting stations
TRUST AGREEMENT ENTERED INTO, ON THE ONE HAND, AS FIRST TRUSTOR, WHICH WILL BE HENCEFORWARD NAMED AS THE “FIRST TRUSTOR’’, BY MR. EMILIO AZCARRAGA MILMO, REPRESENTED BY MR. JULIO BARBA HURTADO, ATTORNEY AT LAW, AND ON THE OTHER, AS TRUSTEE, BY “NACIONAL FINANCIERA, S.N.C.”, WHICH HENCEFORWARD WILL BE KNOWN AS THE “TRUSTEE” REPRESENTED BY ________________, THE PRESENT AGREEMENT IS ENTERED INTO WITH THE APPEARANCE OF THE COMPANY NAMED “GRUPO TELEVISA, S.A.”, HENCEFORWARD G-TELEVISA, REPRESENTED BY ____________, THE PARTIES GRANT WHAT IS RECORDED ACCORDING TO THE FOLLOWING STATEMENTS AND CLAUSES:
AMENDMENTInvestment Agreement • June 28th, 2011 • Grupo Televisa, S.A.B. • Television broadcasting stations • Delaware
AMENDMENT (this “Amendment”), dated as of February 28, 2011, to that certain Investment Agreement, dated as of December 20, 2010 (the “Investment Agreement”), is made by and among Broadcasting Media Partners, Inc., a Delaware corporation (“BMP”), BMPI Services II, LLC, a Delaware limited liability company (“BMPS2”), Univision Communications Inc., a Delaware corporation (“Univision”), Grupo Televisa S.A.B., a Mexico corporation (“Televisa”), and Pay-TV Venture, Inc., a Delaware corporation (“Pay-TV” and, together with BMP, BMPS2, Univision, Televisa, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Investment Agreement.
TERM SHEET LONG TERM CREDIT AGREEMENTTerm Sheet Long Term Credit Agreement • June 28th, 2011 • Grupo Televisa, S.A.B. • Television broadcasting stations
The following are the main terms and conditions pursuant to which Grupo Televisa, S.A.B. (“Grupo Televisa”) and Banco Nacional de Mexico, S.A. integrante del Grupo Financiero Banamex (“Banamex”), entered into a credit agreement dated March 23, 2011 (the “Loan Agreement”).
ContractGrupo Televisa, S.A.B. • June 28th, 2011 • Television broadcasting stations • Delaware
NEITHER THIS SECURITY NOR ANY OF THE COMMON STOCK OR WARRANTS ISSUABLE UPON CONVERSION OF SUCH SECURITY HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED UNLESS THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND THE REGISTRATION, QUALIFICATION AND FILING REQUIREMENTS OF ALL APPLICABLE JURISDICTIONS HAVE BEEN COMPLIED WITH OR UNLESS SUCH REGISTRATION, QUALIFICATION AND FILINGS ARE NOT REQUIRED OR THE PROPOSED TRANSACTION WILL BE EXEMPT FROM REGISTRATION, QUALIFICATION AND FILING IN ALL SUCH JURISDICTIONS. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, THE ISSUER SHALL HAVE THE RIGHT IN CONNECTION WITH THE SALE, ENCUMBRANCE OR TRANSFER OF THIS SECURITY TO RECEIVE AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT.
CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO...Investment and Securities Subscription Agreement • June 23rd, 2010 • Grupo Televisa, S.A.B. • Television broadcasting stations • Delaware
THIS INVESTMENT AND SECURITIES SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of February 15, 2010 (the “Effective Date”), by and among NII HOLDINGS, INC., a Delaware corporation (“NII”), NEXTEL INTERNATIONAL (URUGUAY), LLC, a Delaware limited liability company (“Uruguay”), COMUNICACIONES NEXTEL DE MEXICO, S.A. DE C.V., a Mexican corporation (the “Company”, and collectively with NII, Uruguay and any NII Subsidiary Party, the “Company Parties”), and GRUPO TELEVISA, S.A.B., a Mexican corporation (the “Investor”, and together with any Investor Subsidiary Party, the “Investor Parties”). The Company Parties and the Investor Parties are sometimes referred to in this Agreement collectively as the “Parties” or individually as a “Party”. Unless the context otherwise requires, terms used in this Agreement that are capitalized and not otherwise defined in context will have the meanings set forth or cross-referenced in Article 12.
AMENDED AND RESTATED 2011 MEXICO LICENSE AGREEMENT by and between UNIVISION COMMUNICATIONS INC. and VIDEOSERPEL, LTD.2011 Mexico License Agreement • June 28th, 2011 • Grupo Televisa, S.A.B. • Television broadcasting stations • New York
This AMENDED AND RESTATED 2011 MEXICO LICENSE AGREEMENT (this “Agreement”) is entered into as of February 28, 2011 by and between Univision Communications Inc., a Delaware corporation (hereinafter “Licensor”) and Videoserpel, Ltd., a Switzerland corporation (“Licensee”) (a controlled Affiliate of Grupo Televisa, S.A.B. (“GT”)), shall be effective as of January 1, 2011 (the “Effective Date”), and as of the Effective Date amends and restates that certain 2011 Mexico License Agreement made as of the 20th day of December, 2010 by and between Licensor and Licensee. Capitalized terms used but not defined herein shall have the meanings set forth on Annex A attached hereto. Unless the context otherwise clearly requires, the phrases “concurrently herewith”, “as of the date hereof” and other phrases of similar import refer to December 20, 2010 and not February 28, 2011.
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 MELLON (LUXEMBOURG) S.A. as Luxembourg Paying Agent, Transfer Agent and Listing Agent FIFTEENTH...Fifteenth Supplemental Indenture • June 23rd, 2010 • Grupo Televisa, S.A.B. • Television broadcasting stations • New York
FIFTEENTH SUPPLEMENTAL INDENTURE, dated as of the 22nd day of March, 2010, 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 101 Barclay Street, New York, New York 10286, as trustee (the “Trustee”), registrar (“Registrar”), paying agent (“Paying Agent”) and transfer agent (“Transfer Agent”), and THE BANK OF NEW YORK MELLON (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);
TERM SHEET LONG TERM CREDIT AGREEMENTTerm Credit Agreement • June 13th, 2005 • Grupo Televisa S A • Television broadcasting stations
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 MELLON (LUXEMBOURG) S.A. as Luxembourg Paying Agent, Transfer Agent and Listing Agent FOURTEENTH...Registration Rights Agreement • January 29th, 2010 • Grupo Televisa, S.A.B. • Television broadcasting stations • New York
This Certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers of such Notes being exchanged or transferred. Terms used in this Certificate and not otherwise defined in the Indenture have the meanings set forth in Regulation S under the Securities Act.
AMENDMENTGrupo Televisa, S.A.B. • June 28th, 2011 • Television broadcasting stations • Delaware
AMENDMENT (this “Amendment”), dated as of February 28, 2011, to that certain Amended and Restated Stockholders Agreement, dated as of December 20, 2010 (the “Stockholders Agreement”), is made by and among Broadcasting Media Partners, Inc., a Delaware corporation (the “Company”), Broadcast Media Partners Holdings, Inc., a Delaware corporation (“BMPH”), Univision Communications Inc., a Delaware corporation (“Univision”) and certain stockholders of the Company (collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Stockholders Agreement.
AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT by and among Broadcasting Media Partners, Inc. Broadcast Media Partners Holdings, Inc. Univision Communications Inc. Grupo Televisa, S.A.B. and the Principal Investors Dated as of December 20, 2010Principal Investor Agreement • June 28th, 2011 • Grupo Televisa, S.A.B. • Television broadcasting stations • Delaware
TERM SHEET LONG TERM CREDIT AGREEMENTCredit Agreement • June 13th, 2005 • Grupo Televisa S A • Television broadcasting stations
as Issuer,Supplemental Indenture • June 30th, 2006 • Grupo Televisa S A • Television broadcasting stations • New York
Summary in English of the Assignment Agreement with respect to the Trust Agreement (the “Assignment Agreement”)Assignment Agreement • June 28th, 2011 • Grupo Televisa, S.A.B. • Television broadcasting stations
The Assignment Agreement was entered into on April 7, 2011 as with respect to the Trust Beneficiary Rights dated December 16, 2010 (the “Trust Agreement”), by and between Mexico Media Investments S.L., Sociedad Unipersonal, as assignor (the “Assignor”) and Corporativo Vasco de Quiroga, S.A. de C.V., as assignee (the “Assignee”), with the consent of Grupo Salinas Telecom, S.A. de C.V. (“GST”), GSF Telecom Holdings, S.A.P.I. de C.V. (“GSF”) and Banco Invex, S.A., Institución de Banca Múltiple, Invex Grupo Financiero, as trustee for the Trust (the “Trustee”).
Summary in English of the Assignment Agreement with respect to Debentures (the “Assignment Agreement”)Assignment Agreement • June 28th, 2011 • Grupo Televisa, S.A.B. • Television broadcasting stations
The Assignment Agreement was entered into on April 7, 2011 by and between Mexico Media Investments S.L., Sociedad Unipersonal, as assignor (the “Assignor”) and Corporativo Vasco de Quiroga, S.A. de C.V., as assignee (the “Assignee”), with the consent of GSF Telecom Holdings, S.A.P.I. de C.V. (“GSF”) and Deutsche Bank México, S.A., Institución de Banca Múltiple, División Fiduciaria (the “Common Representative”).
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 MELLON SA/NV, LUXEMBOURG BRANCH, as Luxembourg Paying AgentTwentieth Supplemental Indenture • May 24th, 2019 • Grupo Televisa, S.A.B. • Television broadcasting stations • New York
TWENTIETH SUPPLEMENTAL INDENTURE, dated as of the 24th day of May, 2019 (the “Twentieth Supplemental Indenture”), among GRUPO TELEVISA, S.A.B., a limited liability public 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 240 Greenwich Street, New York, New York 10286, as trustee (the “Trustee”), registrar (“Registrar”), paying agent (“Paying Agent”) and transfer agent (“Transfer Agent”) and THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH, a bank duly incorporated and existing under the laws of Luxembourg, at its office at Vertigo Building, Polaris, 2-4 rue Eugène Ruppert, L-2453, Luxembourg, as Luxembourg paying agent (a “Paying Agent”);
CREDIT AGREEMENT dated as of December 19, 2007 among EMPRESAS CABLEVISIÓN, S.A.B. DE C.V., THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES INC., as Sole Bookrunner and Lead ArrangerCredit Agreement • June 25th, 2008 • Grupo Televisa, S.A.B. • Television broadcasting stations • New York
CREDIT AGREEMENT dated as of December 19, 2007 among Empresas Cablevisión, S.A.B. de C.V., a Mexican sociedad anónima bursátil de capital variable (the “Borrower”), the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
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...Indenture • July 8th, 2008 • Grupo Televisa, S.A.B. • Television broadcasting stations • New York
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 101 Barclay Street, New York, New York 10286, 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);
