Exhibit 4.10
AMENDMENT AGREEMENT TO THE SIMPLE CREDIT AGREEMENT MADE AND ENTERED INTO BY AND
BETWEEN SCOTIABANK INVERLAT, SOCIEDAD ANONIMA, INSTITUCION DE BANCA MULTIPLE,
GRUPO FINANCIERO SCOTIABANK INVERLAT [SCOTIABANK INVERLAT CORPORATION, MULTIPLE
BANKING INSTITUTION, SCOTIABANK INVERLAT FINANCIAL GROUP], HEREINAFTER CALLED
THE "LENDER", REPRESENTED BY XXXXXX XXXXX XXXXXXX, ESQ. AND GRUPO RADIO CENTRO,
S.A. DE C.V. [S.A. DE C.V. = VARIABLE CAPITAL CORPORATION], HEREINAFTER CALLED
THE "BORROWER", REPRESENTED BY MESSRS. XXXX XXXXXX XXXXXXX XXXXX, XXXXXX DE
XXXXX XXXXXXX XXXXX, XXX XXXXX XXXXXXX XXXXX AND FRANCISCO DE XXXXX XXXXXXX
XXXXX, WITH THE APPEARANCE OF GRC PUBLICIDAD S.A. DE C.V., GRC MEDIOS S.A. DE
C.V., AND PROMO RED S.A. DE C.V. AS CO-DEBTORS; DESARROLLOS EMPRESARIALES, S.A.
DE C.V., AND ENLACES TRONCALES, S.A. DE C.V., REPRESENTED BY MESSRS. XXXX XXXXXX
XXXXXXX XXXXX, XXXXXX DE XXXXX XXXXXXX XXXXX, XXX XXXXX XXXXXXX XXXXX AND
FRANCISCO DE XXXXX XXXXXXX XXXXX, IN THEIR CAPACITY AS GUARANTORS AND
CO-DEBTORS, IN ACCORDANCE WITH THE BACKGROUND, STATEMENTS AND SUBSEQUENT
CLAUSES,
WITNESSETH WHEREAS,
BACKGROUND
1. On October 30, 2000, the parties signed a simple Credit Agreement for up to
an amount of USD 35,000,000.00 (Thirty-five million dollars in the legal
currency of the United States of America). Also appearing in this agreement were
the companies Desarrollos Empresariales, S.A. de C.V., and Radiodifusion Red,
S.A. de C.V., which provided guarantee for the loan based on the stocks of their
subsidiaries which they own, and which are listed in Exhibit "A" of this
instrument, as security for compliance of the obligations undertaken by the
Borrower towards the Lender. The Credit agreement was certified by Xxxxxx Xxxxxx
Xxxxxxx, Notary Public, holding commission number 4 of the Federal District; for
the purposes of this amendment agreement, it shall be identified as the "Credit
Agreement", including the amendments which have been made thereto up to the date
this document was signed.
2. On February 20, 2001, the parties signed an amendment agreement to modify the
Credit Agreement cited in the paragraph above, in which the Lender allowed the
Borrower to take on liabilities with third parties up to the amount of USD
3,500,000.00 (Three million five hundred thousand dollars in the legal currency
of the United States of America) in addition to the amount originally authorized
in the Credit Agreement.
3. On April 17, 2001 the parties signed an amendment agreement to modify the
Credit Agreement cited in paragraph one here, in which it was agreed that the
interest rate applicable would be equivalent to the LIBOR rate plus 3.00 (three)
percentage points. In addition, the parties agreed to reset the timetable for
the loan payments, each payment being for the amount of USD 3,900,000.00 (Three
million nine hundred thousand dollars in the legal currency of the United States
of America) with the last of the payments to be made on October 31, 2005 for the
amount of USD 3,800,000.00 (Three million eight hundred thousand dollars in the
legal currency of the United States of America).
4. On July 13, 2001 the Borrower asked the Lender permission to take on
liabilities with third parties up to the amount of USD 2,500,000.00 (Two million
five hundred thousand dollars in the legal currency of the United States of
America) in addition to the amount originally authorized in the Credit Agreement
to fund the renewal of the Operating Agreement for a radio station of the Group.
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5. On November 15, 2001 the Borrower notified the Lender that it had begun a
corporate restructuring process for the purpose of improving control of the
group, centralize the stockholdings, make administrative supervision more
efficient, and increase the equity of Grupo Radio Centro S.A. de C.V.
6. On December 10, 2000 the parties signed an Amendment Agreement to the Credit
Agreement which was certified by Xxxxxx Xxxxxx Xxxxxxx, Notary Public, holding
commission number 4 of the Federal District. In said amendment agreement, the
Borrower acknowledged the debt and agreed to pay the Lender the amount of USD
23,300,000.00 (Twenty-three million three hundred thousand dollars in the legal
currency of the United States of America) and the parties agreed to convert 100%
of the acknowledged amount into pesos, National Currency, and consequently the
Borrower agreed to pay the Lender the amount of MXP238,242,500.00 (Two hundred
thirty eight million two hundred forty two thousand five hundred pesos 00/100
National Currency).
7. In the Amendment Agreement cited in the paragraph directly above, the parties
also agreed to change the payment dates, the sums of corresponding repayments
and how to determine the manner in which interest would be applied to the
acknowledged Debt Amount converted to National Currency. The financial
indicators were changed and a number of affirmative and negative covenants were
added, along with justifications for early termination. As a consequence of the
corporate restructuring process of the Borrower, Desarrollos Empresariales, S.A.
de C.V., and Enlaces Troncales, S.A. de C.V. appeared for this Amendment
Agreement, posting security for the Lender based on the stocks of its
proprietary subsidiaries.
8. On July 27, 2003 the parties signed an Amendment Agreement to the Credit
Agreement which was certified by Xxxxxx Xxxxxx Xxxxxxx, Notary Public, holding
commission number 4 of the Federal District, by act number 44151 of the same
date. In said amendment agreement the Borrower acknowledged the debt and agreed
to pay the Lender the amount of MXP198,532,500.00 (One hundred and ninety-eight
million five hundred and thirty-two thousand five hundred pesos 00/100 National
Currency). In addition, the Borrower and the Loan Guarantors ratified and
extended the Security Guarantee posted for the Lender.
9. In the Amendment Agreement described in paragraph directly above, the parties
agreed likewise to change the payment dates, the amounts of the corresponding
repayments and to modify some of the affirmative and negative covenants.
Likewise, Desarrollos Empresariales, S.A. de C.V., and Enlaces Troncales, S.A.
de C.V. acknowledged the debt and acknowledged they were co-debtors with the
Borrower to the Lender.
10. On December 3, 2003, the parties signed an Amendment Agreement to the Credit
Agreement, which was certified by Xxxxxx Xxxxxx Xxxxxxx, Notary Public, holding
commission number 4 of the Federal District, by act number 44151 of the same
date. In said amendment agreement the Borrower acknowledged the debt and agreed
to pay the Lender the amount of MXP176, 473, 33.00 (one hundred and seventy-six
million four hundred seventy-three thousand thirty-three pesos and 00/100
National Currency). In addition, the Borrower and the Loan Guarantors ratified
and extended the Security Guarantee posted for the Lender, and in the same
manner, the Co-Debtors ratified their obligations in favor of the Lender.
11. In the Amendment Agreement described in the preceding, the parties agreed,
among other points, to modify the payment dates, the imports of the
corresponding payments, the calculations of interests and to modify certain
affirmative and negative covenants.
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STATEMENTS:
I. The representative of the "Lender" states that the party he represents is a
subsidiary credit institution formed in accordance with the relevant laws and
which is authorized to sign this agreement.
II. The representatives of the "BORROWER" state that:
a) The party they represent is a trading company of Mexican nationality governed
by its articles of incorporation, by the General Law of Trading Companies and
other applicable legal provisions.
b) The party they represent owns the property comprising its business.
c) Notwithstanding, the arbitration proceeding initiated by Infored, S.A. de
C.V. against the Borrower, now taking place in the International Chamber of
Commerce, Mexico section; the motion for recognition initiated by Infored S.A.
de C.V. and Xx. Xxxx Xxxxx Xxxxxxxxx Vivo against Grupo Radio Centro S.A. de
C.V. in the Seventh District Court "B" in Civil matters of the Federal District
and the Injunctions initiated by both parties against the Resolution of the
arbitrary proceeding; the ordinary civil actions initiated by Desarrollos
Empresariales, S.A. de C.V. and the other four legal entities against Messrs.
Xxxx Xxxxx and Xxxxx Xxxxxx, both with last name Xxxxxxxxxx Vivo, all being
conducted right now in the Civil Courts of this City, do not adversely affect
the legal existence of its company, or its capacity of payment of detriment to
the legality, validity or enforceability of this agreement, and they have no
official knowledge of any legal proceeding which has been initiated against the
party they represent which affects adversely the financial situation,
operations, property or its own legal existence, in detriment to the legality,
validity or enforceability of this agreement.
d) The financial and accounting information which was submitted to the Lender
accurately and reliably reflects the economic situation of the party they
represent, and therefore they are not in violation of article 112 of the Law of
Credit Institutions, the text and legal scope of which has been explained, for
which reason its transcription here is considered unnecessary.
e) To comply with the provisions of a general nature cited in article 115 of the
Law of Credit Institutions issued by the Secretary of the Treasury and Public
Credit, and published in the Official Gazette of the Federation on the 10th of
March of the year 1997, and its amendments and under the terms of the Second
provision, the Lender has been shown copies of the represented party's documents
as cited below:
1. Federal Tax Registration and Tax Identification.
2. Certified copy of represented party's duly registered Certificate
and modifications thereof if applicable as well as the power of
attorney granting the authority to represent the party.
3. Documents proving legal address (property tax receipt, utility xxxx,
telephone xxxx etc.).
4. Copy of the official identification of their legal representatives,
if applicable.
f) He is willingly appearing to sign this agreement to amend the Credit
Agreement cited in paragraph one of the background section.
g) In relation to the credit cited in the first paragraph of the background
section, on the date this instrument was signed, the party he represents
acknowledges the debt and agrees to pay to the Lender the outstanding balance
which amounts to MXP198,164,166.37 (one hundred and ninety-eight million one
hundred and sixty-four thousand one hundred and sixty-six pesos and 37/100
National Currency).
h) The party he represents has requested that the Lender modify the obligation
to maintain certain financial indicators.
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III. The representatives of the guarantors and co-debtors state the following:
a) That the party they represent are trading companies of Mexican nationality
governed by their articles of incorporation and by the General Law of
Trading Companies and other applicable legal provisions;
b) They are full and legitimate owners of the stocks posted for security and
the stocks have been subscribed and are wholly paid-up.
c) Notwithstanding the arbitration proceeding initiated by Infored, S.A. de
C.V. against Grupo Radio Centro, S.A. de C.V., now taking place in the
International Chamber of Commerce, Mexico section; the motion for
recognition initiated by Infored S.A. de C.V. and Xx. Xxxx Xxxxx Xxxxxxxxx
Vivo against Grupo Radio Centro S.A. de C.V. in the Seventh District Court
"B" in Civil matters of the Federal District and the Injunctions initiated
by both parties against the Resolution of the arbitrary proceeding; the
ordinary civil actions initiated by Desarrollos Empresariales, S.A. de C.V.
and the other four legal entities against Messrs. Xxxx Xxxxx and Xxxxx
Xxxxxx, both with last name Xxxxxxxxxx Vivo, all being conducted right now
in the Civil Courts of this City, do not adversely affect the legal
existence of the companies, or their capacity of payment in detriment to
the legality, validity or enforceability of this agreement, and they have
no official knowledge of any legal proceeding that has been initiated
against the party they represent which affects adversely the financial
situation, operations, property or its own legal existence, in detriment to
the legality, validity or enforceability of this agreement.
d) The financial and accounting information which was submitted to the Lender
accurately and reliably reflects the economic situation of the parties they
represent, and therefore they are not in violation of article one hundred
and twelve of the Law of Credit Institutions, the text and legal scope of
which has been explained, for which reason its transcription here is
considered unnecessary.
e) To comply with the provisions of a general nature cited in article one
hundred and fifteen of the Law of Credit Institutions issued by the
Secretary of the Treasury and Public Credit, and published in the Official
Gazette of the Federation on the tenth of March of the year nineteen
hundred and ninety seven, and its amendments and with regard to the Second
provision, the Lender has been shown copies of the represented parties'
documents as cited below:
1. Federal Tax Registration and Tax Identification.
2. Certified copy of represented party's duly registered Certificate and
modifications thereof if applicable as well as the power of attorney
granting him the authority to represent the party.
3. Documents proving legal address (property tax receipt, utility xxxx,
telephone xxxx etc.).
4. Copy of the official identification of their legal representatives, if
applicable.
f) Within the company object the represented parties have the power to post
guarantees and assume any form of obligation for third parties.
g) He is willingly appearing to formalize this agreement to amend the Credit
Agreement cited in paragraph one of the background section.
IV. The Parties state via their legal representatives that they recognize the
legal status and powers demonstrated for the purposes of this amendment
agreement, as described in the attached document, which is considered an
integral part of this amendment agreement.
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Now therefore the parties do hereby agree as follows:
CLAUSES:
FIRST. Acknowledgment. The Borrower acknowledges the debt and agrees to pay to
the Lender the amount of MXP198,164,166.37 (one hundred and ninety-eight million
one hundred and sixty-four thousand one hundred and sixty-six pesos and 37/100
National Currency).
This amount includes none of the interest, fees and expenses which the Borrower
owes.
SECOND. Affirmative and negative covenants. The parties agree to amend
temporarily the Fifteenth Clause of the Credit Agreement cited in background
section one and to amend solely and exclusively subsection e) of the roman
numeral one, to amend the following terms:
I - Affirmative covenants
e) To be complied with during the period the Credit Agreement and amendment
agreements are in force, with the following financial indicators, which will be
calculated based on the consolidated financial information of the Borrower:
- a maximum total liabilities/stockholders' equity from June 29, 2004 to
December 31, 2004 of .80 and from January 1, 2005 of 0.65 (zero point
sixty-five).
- a maximum total liabilities/EBITDA (Earnings Before Interest, Taxes,
Depreciation, and Amortization) in accordance with the following:
From June 29, 2004 until December 31, 2004, a maximum of 5.00 (five point zero
zero).
From January 1, 2005 and on, a maximum of 3.00 (three point zero zero).
This financial indicator shall be calculated taking the last 12 months as a
reference.
THIRD. Condition. The temporary amendment of the financial indicators in terms
of what was stipulated in the previous clause, is subject to the condition that
the Borrower refrains from paying or in any way distributes the dividends, being
able to carry out said payments or distributions until the financial indicators
are restored in terms of what was described before and comply with the same for
three consecutive trimesters.
FOURTH. Guarantees. The Borrower and the Loan Guarantor, ratify the Security
Guarantee which is made out to the Lender in a particular, express and distinct
fashion under the terms of the Amendment Agreements cited in the background
section of this agreement, as well as the present Agreement and, consequently,
shall guarantee all of the obligations of this Borrower for which he has
contracted with the Lender, until the Debt Amount has been settled in its
entirety.
DESARROLLOS EMPRESARIALES, S.A. DE C.V., ENLACES TRONCALES, S.A. DE C.V., GRC
PUBLICIDAD, S.A. DE C.V., GRC MEDIOS, S.A. DE C.V. AND PROMO RED, S.A. DE C.V.
give their express consent with acknowledgement of indebtedness by this
instrument, agreeing to be jointly responsible with the Borrower to the Lender
under the terms of articles nineteen hundred eighty seven and nineteen hundred
eighty eight of the Civil Code in force for the Federal District.
FIFTH. Commission. The Borrower agrees to pay the Lender within the two
subsequent days, on the date this Amendment Agreement is signed, a commission
for amending the Credit Agreement indicated in
5
the background section one of this instrument, for the amount of US$100,000.00
(one hundred thousand dollars in United States Currency), plus the corresponding
Aggregated Value Tax, by means of commission.
SIXTH. Non-Novation. Signature of this Amendment Agreement shall not imply a
novation of the Credit Agreement and its Amendment Agreements as cited in the
background section of this instrument and therefore unless there is an express
amendment to this end, the other terms, conditions and obligations shall retain
all their legal force and tenor.
SEVENTH. Account statements. Per the terms of article sixty eight of the Law of
Credit Institutions, this amendment agreement together with the account
statement certified by the Accountant empowered to do so by the Lender, shall be
considered an executive instrument without the need for authentication by
signature or any other requirement.
EIGHTH. Fees, charges and expenses. The fees, charges and other reasonable
expenses incurred by virtue of signing this instrument, having a Notary Public
certify this amendment agreement, registering it in the corresponding Public
Registry of Property and Trade, and ensuring that the document is officially
stamped, shall be paid by the Borrower, who agrees to pay them at the time this
instrument is signed.
NINTH. Governing Law and Jurisdiction. This agreement will be enforced and
interpreted according to the Mexican Code of Commerce, the Civil Code for the
Federal District and the Law of Credit Institutions. For all matters relating to
the interpretation of, compliance with and execution of this amendment
agreement, the parties agree to submit to the jurisdiction of the Courts of the
Federal District, expressly waiving the right to any jurisdiction to which they
could have recourse by reason of any legal address which they have now or may
have in future.
Signed in three copies in Mexico City, Federal District on the twenty-ninth day
of June two thousand and four.
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The Lender
SCOTIABANK INVERLAT, S.A.
MULTIPLE BANKING INSTITUTION
SCOTIABANK INVERLAT FINANCIAL GROUP
/s/ Xxxxxx Xxxxx Xxxxxxx
------------------------
Xx. Xxxxxx Xxxxx Margain
The Borrower
------------
Grupo Radio Centro, S.A. de C.V.
/s/ Xxxx Xxxxxx Xxxxxxx Xxxxx /s/ Xxx Xxxxx Xxxxxxx Xxxxx
----------------------------- ---------------------------
Xx. Xxxx Xxxxxx Xxxxxxx Xxxxx Ms. Xxx Xxxxx Xxxxxxx Xxxxx
/s/ Xxxxxx de Xxxxx Xxxxxxx Xxxxx /s/ Francisco de Xxxxx Xxxxxxx Xxxxx
--------------------------------- ------------------------------------
Mr. Carlos de Xxxxx Xxxxxxx Xxxxx Mr. Francisco de Xxxxx Xxxxxxx Xxxxx
"The Guarantors" and "Co-Debtors"
---------------------------------
DESARROLLOS EMPRESARIALES, S.A. DE C.V.
ENLACES TRONCALES, S.A. DE C.V.
GRC PUBLICIDAD, S.A. DE C.V.
GRC MEDIOS, S.A. DE C.V. AND
PROMO RED, S.A. DE C.V.
/s/ Xxxx Xxxxxx Xxxxxxx Xxxxx /s/ Xxx Xxxxx Xxxxxxx Xxxxx
----------------------------- ---------------------------
Xx. Xxxx Xxxxxx Xxxxxxx Xxxxx Ms. Xxx Xxxxx Xxxxxxx Xxxxx
/s/ Xxxxxx de Xxxxx Xxxxxxx Xxxxx /s/ Francisco de Xxxxx Xxxxxxx
--------------------------------- ------------------------------
Mr. Carlos de Xxxxx Xxxxxxx Xxxxx Mr. Francisco de Xxxxx Xxxxxxx
WITNESSES
/s/ Xxxxxxx Xxxxxxxx Xxxxxxxx /s/ Xxxxxx xx Xxxx Xxxxxxxx
----------------------------- ---------------------------
Xx. Xxxxxxx Xxxxxxxx Nogueron Xx. Xxxxxx xx Xxxx Xxxxxxxx
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ACT NO. --------------------------. In Mexico City, Federal District, on the
---- day of the month of -------- of the year two thousand and three, I, Xxxxx
Xxxxxx Xxxxxx Xxxxxxx, Notary Public no. four of the Federal District, bear
witness that:
FIRST. Appearing before me are Messrs. Xx. Xxxxxx Xxxxx Margain, Esq.,
representing SCOTIABANK INVERLAT CORPORATION, A MULTIPLE BANKING INSTITUTION,
SCOTIABANK INVERLAT FINANCIAL GROUP, in its capacity as Lender; Messrs. Xxxx
Xxxxxx Xxxxxxx Xxxxx, Xxxxxx de Xxxxx Xxxxxxx Xxxxx, Xxx Xxxxx Xxxxxxx Xxxxx and
Francisco de Xxxxx Xxxxxxx Xxxxx of the GRUPO RADIO CENTRO, VARIABLE CAPITAL
CORPORATION, in its capacity as Borrower; as well as Messrs. Xxxx Xxxxxx Xxxxxxx
Xxxxx, Xxxxxx de Xxxxx Xxxxxxx Xxxxx, Xxx Xxxxx Xxxxxxx Xxxxx and Francisco de
Xxxxx Xxxxxxx Xxxxx representing the companies DESARROLLOS EMPRESARIALES, S.A.
DE C.V., ENLACES TRONCALES, S.A. DE C.V., GRC PUBLICIDAD, S.A. DE C.V., GRC
MEDIOS, S.A. DE C.V. AND PROMO RED, VARIABLE CAPITAL CORPORATION for the purpose
of ratifying in each and every one of its parts the contents of the amendment
agreement foregoing to this instrument.
SECOND. The parties state before me, the Notary Public, that the text of the
amendment agreement is the actual expression of their will and that the
signatures appearing at the bottom are their authentic signatures written in
their own hand and are the same they use on all acts and documents and state
under oath that they are telling the whole truth and nothing but the truth and
there has been nor do they expect to be any restraint action that would limit
their abilities to do so, a statement which they make under oath, evidence
thereof being given with their signature of this act with me and in my presence.
THIRD. The legal representative of SCOTIABANK INVERLAT CORPORATION, MULTIPLE
BANKING INSTITUTION, SCOTIABANK INVERLAT FINANCIAL GROUP, provided me with no
identification, as I know him personally to be legally empowered to act herein.
FOURTH. The other parties appearing have provided proof of their identification,
photocopies of which are attached to the copy of this instrument which will be
placed on public record under my responsibility, and in my judgment they are
also legally empowered to act herein.
FIFTH. That I myself duly authenticated the legal status and general
information, which are reproduced and attached hereto.
SIXTH. That those acting as representatives state under oath that the legal
powers conferred upon them have not been revoked, modified or limited in any way
as of this date. IN WITNESS WHEREOF. In Mexico City, Federal District on the
..........th day of the month of ........... of the year two thousand and four.
8
The Lender
----------
SCOTIABANK INVERLAT, S.A.
MULTIPLE BANKING INSTITUTION
SCOTIABANK INVERLAT FINANCIAL GROUP
/s/ Xxxxxx Xxxxx Xxxxxxx
------------------------
Xx. Xxxxxx Xxxxx Margain
The Borrower
------------
Grupo Radio Centro, S.A. de C.V.
/s/ Xxxx Xxxxxx Xxxxxxx Xxxxx /s/ Xxx Xxxxx Xxxxxxx Xxxxx
----------------------------- ---------------------------
Xx. Xxxx Xxxxxx Xxxxxxx Xxxxx Ms. Xxx Xxxxx Xxxxxxx Xxxxx
/s/ Xxxxxx de Xxxxx Xxxxxxx Xxxxx /s/ Francisco de Xxxxx Xxxxxxx Xxxxx
--------------------------------- ------------------------------------
Mr. Carlos de Xxxxx Xxxxxxx Xxxxx Mr. Francisco de Xxxxx Xxxxxxx Xxxxx
9
"THE GUARANTORS AND CO-DEBTORS"
DESARROLLOS EMPRESARIALES, S.A. DE C.V.
ENLACES TRONCALES, S.A. DE C.V.
GRC PUBLICIDAD, S.A. DE C.V.
GRC MEDIOS, S.A. DE C.V. AND
PROMO RED, S.A. DE C.V.
/s/ Xxxx Xxxxxx Xxxxxxx Xxxxx /s/ Xxx Xxxxx Xxxxxxx Xxxxx
----------------------------- ---------------------------
Xx. Xxxx Xxxxxx Xxxxxxx Xxxxx Ms. Xxx Xxxxx Xxxxxxx Xxxxx
/s/ Xxxxxx de Xxxxx Xxxxxxx Xxxxx /s/ Francisco de Xxxxx Xxxxxxx Xxxxx
--------------------------------- ------------------------------------
Mr. Carlos de Xxxxx Xxxxxxx Xxxxx Mr. Francisco de Xxxxx Xxxxxxx Xxxxx
WITNESSES
/s/ Xxxxxxx Xxxxxxxx Xxxxxxxx /s/ Xxxxxx xx Xxxx Xxxxxxxx
----------------------------- ---------------------------
Xx. Xxxxxxx Xxxxxxxx Nogueron Xx. Xxxxxx xx Xxxx Xxxxxxxx
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APPENDIX
LEGAL STATUS AND GENERAL INFORMATION
SCOTIABANK INVERLAT CORPORATION, MULTIPLE BANKING INSTITUTION, SCOTIABANK
INVERLAT FINANCIAL GROUP, is an institution formed under Mexican law, as set
down in record no. three hundred and ten dated January thirtieth of the year
nineteen hundred and thirty four, certified by Notary Public number seven of the
City of Chihuahua, Chihuahua, Xxxx Xxxx Xxxxxxxx; the first copy of this deed
was registered on the twenty-fourth of May of the year nineteen hundred and
thirty four under number forty two, in folios two hundred eighty two and
subsequent of book seventeen of the Trade Section of the Public Property
Register of the District of Morelos Chihuahua, with the name of Banco Comercial
Mexicano [Mexican Commercial Bank].
The company has changed a number of times, as shown in deed number three
thousand two hundred and fifty four, dated December second of the year nineteen
hundred and ninety four, certified by Xxx Xxxxxxxx Xxxxxxx Tolantino, Notary
number one hundred and ninety five of the Federal District, the first
authenticated copy of which was recorded in the Public Commerce Trade of
Chihuahua, State of Chihuahua under number two thousand two hundred and
twenty-one, folios ninety-one, book number six hundred and sixty-six, on June
first of the year nineteen hundred and ninety-five and in the Public Commerce
Trade Register of the Federal District in mercantile folio number one hundred
and ninety eight thousand eight hundred and sixty seven, on June seventh of the
year nineteen hundred and ninety five, where the minutes of the Extraordinary
General Assembly of Stockholders were put on public record and in which among
other things resolutions were passed to change the name to Banco Inverlat,
Sociedad Anonima, Institucion de Banca Multiple, Grupo Financiero Inverlat and
to change their legal address from the City of Chihuahua in the state of the
same name to Mexico City, Federal District, amending to this end articles one
and five of their bylaws.
In record number twenty three thousand three hundred and ninety five, on January
twelfth of the year two thousand and one, Notary Xxx Xxxxxxxx Xxxxxxx Xxxxxxxxx
certified and registered in the Public Trade Register of the Federal District in
mercantile folio number one hundred and ninety eight thousand eight hundred and
seventy seven dated the thirty first of January of the year two thousand and
one, the minutes of the Ordinary, Extraordinary and Special General Assembly of
Stockholders of Inverlat Bank Corporation, Multiple Banking Institution,
Inverlat Financial Group in which its conversion into a subsidiary company was
resolved and its bylaws were amended to change its name to Scotiabank Inverlat,
Sociedad Anonima, Institucion de Banca Multiple, Grupo Financiero Scotiabank
Inverlat.
XXXXXX XXXXX MARGAIN, participating in the signing of this agreement as legal
representative of Inverlat Bank, Sociedad Anomina, Multiple Banking Institution,
Inverlat Financial Group (now Scotiabank Inverlat Corporation, Multiple Banking
Institution, Scotiabank Inverlat Financial Group) provided evidence of his
identity and legal powers conferred for this act per record number 128,195 dated
November 3, 2003 (November third two thousand and three), certified by Xxxxxx
Xxxx Xxxxxxxxx and Xxxxxxx Xxxxxx Xxxxxx registered with the college of Notary
Publics under numbers fifty four and two hundred ten of the Federal District. In
terms of his general information, he states that he is Mexican by birth,
originally from Mexico City Federal District, born on January 21, nineteen
hundred seventy, single, employed and domiciled in Bosque de Ciruelos 120 1st
Floor, Development, Xxxxxxx xx xxx Xxxxx, 00000, Xxxxxx, Federal District,
current on his income tax payments, and likewise the party he represents,
without providing evidence thereof, stating that the power of attorney of which
proof was submitted has not to date been revoked, modified or limited in any
way;
GRUPO RADIOCENTRO Sociedad Anonima de Capital Variable [Variable Capital
Corporation]. In deed number one hundred and five thousand and one dated the
twenty-first of June of the year nineteen hundred and ninety nine, certified by
Xxxxxxx X. Xxxxxxx Xxxxxxx, Notary Public number one hundred
11
and sixteen of the Federal District, duly registered in the Public Trade
Register in folio 20694, record was made of the legal power and appointment of
the members of the Board of Operations with the related companies of Grupo Radio
Centro, S.A. de C.V.; this deed certified the incorporation and legal existence
of the company and the following resolutions were made, among others: that
powers of attorney would be granted to Messrs. Xxxxxxxxx Xxxxxxx Xxxxx, Xxxxx
Xxxxxx Xxxxxxx Xxxxx, Xxx Xxxxx Xxxxxxx Xxxxx, Xxxxxxxxx de Xxxxx Xxxxxxx Xxxxx,
Xxxxxx Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx Xxxxx and Xxxx Xxxxxx Xxxxxxx Xxxxx for the
following: acts of ownership, and drawing, issuing, granting, signing,
guaranteeing, accepting, endorsing and negotiating credit instruments, with the
limitation that there needed to be four of these attorneys-in-fact acting
together.
DESARROLLOS EMPRESARIALES, Sociedad Anonima de Capital Variable [Variable
Capital Corporation]. In deed number one hundred and six thousand seven hundred
and twenty nine dated the third of January of the year two thousand, certified
by Xxxxxxx X. Xxxxxxx Xxxxxxx, Notary Public number one hundred and sixteen of
the Federal District, duly registered in the Public Trade Register in folio
number 135677, the company's resolution to revoke and confer powers of attorney
was put on record. In this same instrument the incorporation and legal existence
of the company was certified and the following agreements were made among
others: that power of attorney would be granted to Messrs. Xxxxxxxxx Xxxxxxx
Xxxxx, Xxxxx Xxxxxx Xxxxxxx Xxxxx, Xxx Xxxxx Xxxxxxx Xxxxx, Xxxxxxxxx de Xxxxx
Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx Xxxxx and Xxxx Xxxxxx
Xxxxxxx Xxxxx, for the following: acts of ownership and signing credit
instruments, with the limitation that there must be four of these
attorneys-in-fact acting together.
In deed number one hundred thirteen thousand one hundred and five dated December
11, 2001, certified by Xxxxxxx X. Xxxxxxx Xxxxxxx, Notary Public number 116 of
the Federal District, duly registered in the Public Trade Register in record
number 134251, 135677 and 175926, the minutes of the Extraordinary General
Assemblies of stockholders of the companies Desarrollos Empresariales, S.A. de
C.V., Industrial Telecentro, S.A. de C.V. and Mensajes Digitales, S.A. de C.V.
dated October first of the year two thousand and one were placed on record, with
the resolution that these companies would subsequently be merged into one, to be
called Desarrollos Empresariales, S.A. de C.V., which would be the merger
company.
ENLACES TRONCALES, Sociedad Anonima de Capital Variable [Variable Capital
Corporation]. In deed number ten thousand five hundred and fifty two dated March
fourth of the year nineteen hundred and ninety two, certified by Xxxx Xxxxxx
Xxxxxxxxxx, Notary Public number 197 of the Federal District, the first
authenticated copy of which was incorporated in the Public Trade Register in
mercantile folio number one hundred fifty eight thousand six hundred and eighty
two, Enlaces Troncales SA de C.V. was incorporated with legal address in Mexico
City, Federal District, with a term of 99 years, its company object being to
install, operate, use, import and export all sorts of telecommunications
equipment and services, to offer public telecommunications services, outsourced,
licensed or authorized by the Secretary of Communications and Transport.
In deed number one hundred thirty thousand one hundred and four dated December
11, 2001, certified by Xxxxxxx X. Xxxxxxx Xxxxxxx, Notary Public number one
hundred sixteen of the Federal District, duly registered in the Public Trade
Register in folios 158682, 261313, 249590, 249589 and 249588, the minutes of the
Extraordinary General Assemblies of stockholders of the companies Palco
Xxxxxxxxx.Xxx, SA de C.V., Palco Shop, S.A. de C.V., Palco Deportivo Multimedia,
SA de C.V. and Enlaces Troncales, SA de C.V. were placed on record and it was
resolved that these companies would subsequently merge into one, to be called
Enlaces Troncales, S.A. de C.V., which is the merged company.
GRC MEDIOS Sociedad Anonima de Capital Variable [Variable Capital Corporation].
In deed number 110,540 dated April 2 of the year 2001, certified by Xxxxxxx X.
Xxxxxxx Xxxxxxx, Notary Public
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number 116 of the Federal District, the minutes of the Extraordinary General
Assembly of Stockholders dated March 19 of the year 2001 were incorporated, it
being resolved among other things that: the company To2 Mexico S.A. de C.V.
would be split, to create GRC Medios S.A. de C.V.
In deed no. 110,541 dated April 2 of the year 2001 certified by Xxxxxxx X.
Xxxxxxx Xxxxxxx, Notary Public number 116 of the Federal District and registered
in the Public Trade Register with folio number 276685 under section 6433 dated
June 20, 2001, the incorporation of GRC Medios, Variable Capital Corporation,
was incorporated with domicile in Mexico City, Federal District, with a term of
99 years, with company object of conducting domestic and foreign publicity
operations by any means suitable to it, within and outside of Mexico, and having
the ability to make guarantees and serve as co-debtors for third parties, as
well as security for third parties. The Sole Administrator or Board of Directors
has the following legal powers: general power for legal actions and collections,
acts of administration, acts of ownership, and drawing, issuing, granting,
signing, guaranteeing, accepting, endorsing and negotiating credit instruments,
to manage and obtain all sorts of financing, credit and loans which the company
might require, with the ability to put up guarantees and serve as co-debtors for
third parties outside of the company, as well as put up security for third
parties. In this same instrument, power of attorney was granted to Messrs.
Xxxxxxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxxx Xxxxxxx Xxxxx, Xxx Xxxxx Xxxxxxx Xxxxx,
Xxxxx Xxxxxxx Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx Xxxxx and Xxxx
Xxxxxx Xxxxxxx Xxxxx for the following: general power for acts of ownership, and
drawing, issuing, granting, signing, guaranteeing, accepting, endorsing and
negotiating credit instruments, with the limitation that there must be four of
the attorneys-in-fact acting together. Mr. Xxxxxx Xxxxxxx Xxxxx was granted
power of attorney for the following: legal actions and collections, acts of
administration, granting general or special powers and revoking any thereof, and
conferring, delegating or substituting for third parties in whole or in part any
of the powers cited above.
GRC PUBLICIDAD Sociedad Anonima de Capital Variable [Variable Capital
Corporation]. In deed number 21,049 dated May 12, of the year 2000, certified by
Xxx de Xxxxx Xxxxxxx Xxxxxxxx, Notary Public number 46 of the Federal District,
registered in the Public Trade Register in mercantile folio number 260591, the
incorporation of the company called "GRC Publicidad" S.A. de C.V. was placed on
record, with its bylaws, domiciled in Mexico, Federal District, with a term of
99 years, and with the object of: conducting domestic and foreign publicity
operations by any means suitable to it, commercially representing radio and
television stations, contracting for technicians, artists and personnel
specialized in the work necessary to ensure the development and success of the
company's object, granting guarantees and serving as co-debtor for third
parties, as well as granting security for third parties, with a clause excluding
foreigners. The management and administration of the company are the
responsibility of a Sole Administrator or Board of Directors made up of no fewer
than seven members and no more than eleven, in accordance with the resolution of
the ordinary General Assembly of stockholders. Powers of attorney were granted
to Messrs. Xxxxxxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxxx Xxxxxxx Xxxxx, Xxx Xxxxx
Xxxxxxx Xxxxx, Xxxxx Xxxxxxx Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx
Xxxxx and Xxxx Xxxxxx Xxxxxxx Xxxxx for: general power for acts of ownership,
with the understanding that any four of the aforementioned agents parties
together are needed to exercise this power, and power for drawing, issuing,
granting, signing, guaranteeing, accepting, endorsing and negotiating credit
instruments in the name of the represented party, exercising this right
separately or together, as well as the legal power to replace or delegate their
mandate. Mr. Xxxxxx Xxxxxxx Xxxxx was granted power of attorney for: general
power for legal actions and collections, receiving payments, and acts of
administration.
PROMO RED, Sociedad Anonima de Capital Variable [Variable Capital Corporation].
In deed number 140,784 dated May 22, of the year 1985, certified by Notary
Public no. 122 of the Federal District, Xxxxxxx Xxxxxxxx Xxxxxxx, in the
notarial books of Notary Public no. 31, registered in the Public Trade Register
of the Federal District, on mercantile folio no. 82,945, the incorporation of
the Variable Capital Corporation called Videas was placed on record, with a term
of 99 years, domiciled in the Federal
13
District, with the following company object, among others: developing, preparing
and producing television programs of any type as well as marketing, importing
and exporting them.
In deed number 7082 dated July 13 of the year 1995, certified by Notary Public
no. 202 of the Federal District, Xxxx Xxxx del Xxxxx Xxxxxxxx, of Public
notary's office no. 5, recorded in the Public Trade Register as above, in
mercantile folio no. 82,945, the minutes of the Extraordinary General Assembly
of Stockholders on June 19, 1995 were placed on record, in which it was resolved
among other things that the name of the company would be changed to Promo Red,
S.A. de C.V. and as a consequence the first clause of the bylaws was amended.
In deed no. 21,030 dated September 18 of the year 1995, certified by Notary
Public no. 184 of the Federal District, Mario Garciadiego Xxxxxxxx Cos, the
minutes of the Extraordinary General Assembly of Stockholders dated July 11,
1995 were placed on record, in which it was resolved among other things to
change the company's object to the following: providing of all sorts of services
involving accounting, legal, financial, auditing, personnel contracting,
appointments, collections, personnel training, public relations, computing,
sales and any other activity requiring third parties, as well as expert
appraisal and consulting in relation to the activities cited above, and
consequently clause four of the company bylaws was amended.
In deed no. 106,783 dated January 18 of the year 2000, certified by Notary
Public 116 of the Federal District, Xxxxxxx X. Xxxxxxx Xxxxxxx, registered in
the Public Trade Register on mercantile folio number 82945, dated February 3,
2000, the minutes of the Ordinary General Assembly of Stockholders of Promo Red,
S.A. de C.V., dated May 25, 1995, wherein resolutions were made in relation to
the resignation, appointment and ratification of members of the Board of
Directors, ratification of the commissioner and agreeing to the revocation and
granting of powers of attorney by "Promo Red", Variable Capital Corporation.
Power of attorney was given to Messrs. Xxxxxxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxxx
Xxxxxxx Xxxxx, Xxx Xxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxxxx Xxxxxxx Xxxxx, Xxxxxx
Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx Xxxxx and Xxxx Xxxxxx Xxxxxxx Xxxxx for the
following: general power for acts of ownership and for drawing, issuing,
granting, signing, guaranteeing, accepting, endorsing and negotiating credit
instruments in the name of the represented party, with the limitation that there
must be four of the attorneys-in-fact acting together.
Mr. Xxxxxx Xxxxxxx Xxxxx was granted power of attorney for: general power for
legal actions and collections, with special powers per article 2587 of the Civil
Code of the Federal District, general power for acts of administration, as well
as conferring, delegating or substituting in whole or in part for third parties
any of the powers cited above and to revoke those he has granted, delegated or
substituted, at any time.
In deed number 29,052, dated November 11, 2003, certified by Notary Public
Xxxxxxx X. Xxxxxxx Xxxxx, Notary Public no. 83 of the Federal District, an
amendment to the company object and to clause Four of the bylaws of Promo Red
S.A. de C.V. was placed on record, establishing, among other things, the
possibility of granting guarantees and become co-debtors for third parties, as
well as putting up security for third parties.
In terms of general information, the companies' attorneys-in-fact state as
follows:
Xxxx Xxxxxx Xxxxxxx Xxxxx, Mexican by birth, originally from Mexico City, the
Federal District, where he was born on December ninth, nineteen hundred and
sixty one, married, businessman and
14
domiciled at Xx. Xxxxxxxxxxxxxx Xx. 0000, Xxx. Xxxxx Xxxxx, X.X. 00000, in
Mexico City, Federal District.
Xxxxxx de Xxxxx Xxxxxxx Xxxxx, by birth, originally from Mexico City, the
Federal District, where he was born on February nineteenth, nineteen hundred and
fifty-five, single, businessman and domiciled at Xx. Xxxxxxxxxxxxxx Xx. 0000,
Xxx. Xxxxx Xxxxx, X.X. 00000, in Mexico City, Federal District.
Xxx Xxxxx Xxxxxxx Xxxxx, Mexican by birth, originally from Mexico City, the
Federal District, where she was born on November twentieth, nineteen hundred and
forty-three, married with separation of property, businesswoman and domiciled at
Xx. Xxxxxxxxxxxxxx Xx. 0000, Xxx. Xxxxx Xxxxx, X.X. 00000, in Mexico City,
Federal District.
Francisco de Xxxxx Xxxxxxx Xxxxx, Mexican by birth, originally from Mexico City,
the Federal District, where he was born on October eighth nineteen hundred and
forty-one, single, businessman and domiciled at Xx. Xxxxxxxxxxxxxx Xx. 0000,
Xxx. Xxxxx Xxxxx, X.X. 00000, in Mexico City, Federal District.
For their own general information, the Witnesses state the following:
Xxxxxx xx Xxxx Xxxxxxxx, Mexican by birth, originally from Mexico City, Federal
District, born on October 4, nineteen hundred and sixty-nine, married, a bank
official by profession, with domicile at Boulevard Xxxxxx Xxxxx Xxxxxxx number
one, floor 8, Colonia Lomas de Chapultepec, Delegacion Xxxxxx Xxxxxxx, zip code
eleven thousand nine, Federal District.
Xxxxxxx Xxxxxxxx Nogueron, Mexican by birth, originally from Cuernavaca,
Morelos, born on December fifth nineteen hundred and sixty five, married, a
lawyer and bank official by profession, domiciled at Boulevard Xxxxxx Xxxxx
Xxxxxxx number one, floor 8, Colonia Lomas de Chapultepec, Delegacion Xxxxxx
Xxxxxxx, zip code eleven thousand nine. Federal District.
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