Filed by Bowne Pure Compliance




Exhibit 4.17




 





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 Arranger




 




 


 









 





TABLE OF CONTENTS



 




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE 1

Definitions
	 
	 	 	 	 
	Section 1.01. Defined Terms
	 	 	1	 
	Section 1.02. Terms Generally
	 	 	15	 
	Section 1.03. Accounting Terms; Changes in GAAP
	 	 	15	 
	 
	 	 	 	 
	ARTICLE 2

The Credits
	 
	 	 	 	 
	Section 2.01. Commitments
	 	 	16	 
	Section 2.02. Method of Borrowing
	 	 	16	 
	Section 2.03. Funding of Loans
	 	 	16	 
	Section 2.04. Method of Electing Interest Periods
	 	 	17	 
	Section 2.05. Payment at Maturity; Evidence of Debt
	 	 	18	 
	Section 2.06. Optional and Mandatory Prepayments
	 	 	18	 
	Section 2.07. Fees
	 	 	19	 
	Section 2.08. Interest
	 	 	19	 
	Section 2.09. Substitute Rate of Interest
	 	 	20	 
	Section 2.10. Increased Costs
	 	 	22	 
	Section 2.11. Illegality
	 	 	23	 
	Section 2.12. Break Funding Payments
	 	 	23	 
	Section 2.13. Taxes
	 	 	24	 
	Section 2.14. Payments Generally; Pro Rata Treatment; Sharing of Set-offs
	 	 	27	 
	Section 2.15. Substitute Rate Loans Substituted for Affected Loans
	 	 	28	 
	Section 2.16. Lender’s Obligation to Mitigate; Replacement of Lenders
	 	 	28	 
	 
	 	 	 	 
	ARTICLE 3

Representations and Warranties
	 
	 	 	 	 
	Section 3.01. Organization; Powers
	 	 	29	 
	Section 3.02. Authorization; Enforceability
	 	 	29	 
	Section 3.03. Governmental Approvals; No Conflicts
	 	 	30	 
	Section 3.04. Financial Statements; No Material Adverse Change
	 	 	30	 
	Section 3.05. Properties
	 	 	31	 
	Section 3.06. Litigation and Environmental Matters
	 	 	31	 
	Section 3.07. Compliance with Laws and Agreements
	 	 	31	 
	Section 3.08. Investment Company Status; Regulatory Restrictions on Borrowing
	 	 	32	 
	Section 3.09. Federal Reserve Regulations
	 	 	32	 
	Section 3.10. Taxes
	 	 	32	 
	Section 3.11. Disclosure
	 	 	33	 
	Section 3.12. Subsidiaries
	 	 	33	 
	Section 3.13. Solvency
	 	 	33	 
	Section 3.14. Rank of Debt
	 	 	33	 
	Section 3.15. No Immunity
	 	 	33	 






 


 









 





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE 4

Conditions
	 
	 	 	 	 
	Section 4.01. Conditions 
	 	 	34	 
	 
	 	 	 	 
	ARTICLE 5

Affirmative Covenants
	 
	 	 	 	 
	Section 5.01. Financial Statements and Other Information
	 	 	36	 
	Section 5.02. Notice of Material Events
	 	 	37	 
	Section 5.03. Existence; Conduct of Business
	 	 	37	 
	Section 5.04. Payment of Tax Obligations
	 	 	37	 
	Section 5.05. Maintenance of Properties
	 	 	38	 
	Section 5.06. Insurance
	 	 	38	 
	Section 5.07. Proper Records; Rights to Inspect and Appraise
	 	 	38	 
	Section 5.08. Compliance with Laws
	 	 	38	 
	Section 5.09. Use of Proceeds
	 	 	38	 
	Section 5.10. Currency Hedging
	 	 	38	 
	 
	 	 	 	 
	ARTICLE 6

Negative Covenants
	 
	 	 	 	 
	Section 6.01. Debt
	 	 	39	 
	Section 6.02. Liens
	 	 	40	 
	Section 6.03. Fundamental Changes
	 	 	41	 
	Section 6.04. Investments, Loans, Advances, Guarantees and Acquisitions
	 	 	41	 
	Section 6.05. Asset Sales
	 	 	42	 
	Section 6.06. Sale and Leaseback Transactions
	 	 	42	 
	Section 6.07. Hedging Agreements
	 	 	42	 
	Section 6.08. Restricted Payments
	 	 	43	 
	Section 6.09. Transactions with Affiliates
	 	 	43	 
	Section 6.10. Restrictive Agreements
	 	 	43	 
	Section 6.11. Amendment of Material Documents
	 	 	44	 
	Section 6.12. Capital Expenditures
	 	 	44	 
	Section 6.13. Interest Expense Coverage Ratio
	 	 	44	 
	Section 6.14. Leverage Ratio
	 	 	44	 
	Section 6.15. Fiscal Year
	 	 	44	 
	 
	 	 	 	 
	ARTICLE 7

Events of Default
	 
	 	 	 	 
	Section 7.01. Events Of Default 
	 	 	44	 
	 
	 	 	 	 
	ARTICLE 8

The Administrative Agent
	 
	 	 	 	 
	Section 8.01. Appointment and Authorization
	 	 	47	 
	Section 8.02. Rights and Powers as a Lender
	 	 	47	 
	Section 8.03. Limited Duties and Responsibilities
	 	 	47	 
	Section 8.04. Authority to Rely on Certain Writings, Statements and Advice
	 	 	48	 
	Section 8.05. Sub-Agents and Related Parties
	 	 	48	 
	Section 8.06. Resignation; Successor Administrative Agent
	 	 	48	 
	Section 8.07. Credit Decisions by Lenders
	 	 	48	 






 


ii









 





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE 9

Miscellaneous
	 
	 	 	 	 
	Section 9.01. Notices
	 	 	49	 
	Section 9.02. Waivers; Amendments
	 	 	50	 
	Section 9.03. Expenses; Indemnity; Damage Waiver
	 	 	51	 
	Section 9.04. Successors and Assigns
	 	 	52	 
	Section 9.05. Survival
	 	 	55	 
	Section 9.06. Counterparts; Integration; Effectiveness
	 	 	55	 
	Section 9.07. Severability
	 	 	55	 
	Section 9.08. Right of Set-off
	 	 	55	 
	Section 9.09. Governing Law; Jurisdiction; Consent to Service of Process
	 	 	56	 
	Section 9.10. Appointment of Agent For Service of Process
	 	 	56	 
	Section 9.11. Waiver of Immunity
	 	 	57	 
	Section 9.12. Judgment Currency
	 	 	57	 
	Section 9.13. WAIVER OF JURY TRIAL
	 	 	58	 
	Section 9.14. Use of English Language
	 	 	58	 
	Section 9.15. Headings
	 	 	58	 
	Section 9.16. Confidentiality
	 	 	58	 
	Section 9.17. USA Patriot Act
	 	 	59	 






	 	 	 	 	 
	SCHEDULES:	 	 
	 
	 	 	 	 
	Schedule 2.01

	 	—
	 	Commitments
	Schedule 3.05

	 	—
	 	Existing Real Properties
	Schedule 3.06

	 	—
	 	Disclosed Matters
	Schedule 3.12

	 	—
	 	List of Subsidiaries
	Schedule 6.01

	 	—
	 	Existing Debt
	Schedule 6.02

	 	—
	 	Existing Liens
	Schedule 6.10

	 	—
	 	Existing Restrictions
	 
	 	 	 	 
	EXHIBITS:
	 	 	 	 
	 
	 	 	 	 
	Exhibit A

	 	—
	 	Form of Assignment
	Exhibit B-1

	 	—
	 	Form of Opinion of special New York counsel to the Borrower
	Exhibit B-2

	 	—
	 	Form of Opinion of Mexican counsel to the Borrower
	Exhibit B-3

	 	—
	 	Form of Opinion of special New York counsel to the
Administrative Agent
	Exhibit B-4

	 	—
	 	Form of Opinion of special Mexican counsel to the
Administrative Agent
	Exhibit C

	 	—
	 	Form of Note
	Exhibit D

	 	—
	 	Form of Borrowing Request
	Exhibit E

	 	—
	 	Form of Notice of Interest Period Election
	Exhibit F

	 	—
	 	Terms of Subordination





 


iii









 





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.



The parties hereto agree as follows:



ARTICLE 1

Definitions




Section 1.01. Defined Terms. As used in this Agreement, the following terms have the
meanings specified below:



“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period,
an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the
LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Adjustment.



“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative
agent for the Lenders hereunder, and its successors in such capacity.



“Administrative Agent’s Account” means account number 9008113381H1659 maintained with JPMorgan
Chase Bank, N.A.



“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the
Administrative Agent.



“Affiliate” means, with respect to a specified Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with such specified Person.



“Agreement” means this Credit Agreement.



“Applicable Margin” means, in the case of any Loan for any day, the applicable percentage per
annum set forth below under the caption “LIBO Rate Margin” opposite the applicable Leverage Ratio
as set forth in the most recent Compliance Certificate received by the Administrative Agent
pursuant to Section 5.01(c) prior to such day:



	 	 	 	 	 	 	 
	 	 	 	 	LIBO Rate	 
	Pricing Level	 	Leverage Ratio	 	Margin	 
	1
	 	< 1.75:1	 	 	0.375	%
	2
	 	> 1.75:1 but < 2.25:1	 	 	0.400	%
	3
	 	> 2.25:1 but < 2.75:1	 	 	0.425	%
	4
	 	> 2.75:1 but < 3.25:1	 	 	0.500	%
	5
	 	> 3.25:1	 	 	0.625	%






Any increase or decrease in the Applicable Margin resulting from a change in the Leverage Ratio
shall become effective as of the first Business Day following the date on which a Compliance
Certificate is delivered pursuant to Section 5.01(c); provided that if a Compliance Certificate is
not delivered when due in accordance with Section 5.01(c),
then Pricing Level 5 shall apply as of the fifth Business Day after the date on which such
Compliance Certificate was required to have been delivered until the date (if any) on which such
Compliance Certificate is delivered.


 


 









 





“Asset Disposition” means a Prepayment Event described in clause (a) of the definition of
“Prepayment Event”.



“Assignment” means an assignment and assumption agreement entered into by a Lender and an
assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by
the Administrative Agent and the Borrower, in the form of Exhibit A or any other form approved by
the Administrative Agent.



“Base Rate” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in
effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%.
Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such change in the Prime
Rate or the Federal Funds Effective Rate, respectively.



“Bestel” means Bestel, S.A. de C.V.



“Bestel Acquisition” means the acquisition by the Borrower, directly or through one or more
newly formed or existing entities, of certain assets of Bestel; provided that immediately after
giving effect to such acquisition, such newly formed or existing entity will be a direct or
indirect subsidiary of the Borrower.



“Board of Directors” means the board of directors or comparable governing body of any Person,
or any committee thereof duly authorized to act on its behalf.



“Borrower” has the meaning specified in the introductory paragraph of this Agreement.



“Borrower’s Account” mean account number 400216167 maintained with JPMorgan Chase Bank.



“Borrowing” means a borrowing of Loans under Section 2.01.



“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section
2.02.



“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial
banks in New York City, United States or Mexico City, Mexico are authorized or required by law to
remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business
Day” shall also exclude any day on which commercial banks are not open for international business
in London, England, including dealings in Dollar deposits in the London interbank market.



“Cablevisión Group Companies” means the Borrower and its Material Subsidiaries.


 


2









 





“Capital Expenditures” means, for any period, the additions to property, plant and equipment
and other capital expenditures of the Borrower and its Subsidiaries that are (or would be) set
forth in a consolidated statement of cash flows of the Borrower and its Subsidiaries for such
period prepared in accordance with GAAP.



“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or
other amounts under any lease of (or other arrangement conveying the right to use) real or personal
property, or a combination thereof, which obligations are required under GAAP to be classified and
accounted for as capital leases on a balance sheet of such Person. The amount of such obligations
will be the capitalized amount thereof determined in accordance with GAAP.



“Casualty Event” means a Prepayment Event described in clause (b) of the definition of
“Prepayment Event”.



“Central Bank” means the Banco de México, the Central Bank of Mexico.



“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this
Agreement, (b) any change in any law, rule or regulation or in the interpretation or application
thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any
Lender (or, for purposes of Section 2.10(b), by any lending office of such Lender or by such
Lender’s holding company, if any) with any request, guideline or directive (whether or not having
the force of law) of any Governmental Authority made or issued after the date of this Agreement.



“Change of Control” means Televisa shall cease to Control the Borrower.



“Change of Control Prepayment Notice” has the meaning set forth in Section 2.06(c).



“Commitment” means, for each Lender, the amount set forth under the heading “Commitment”
opposite such Lender’s name on Schedule 2.01, as such amount may be reduced or adjusted from time
to time in accordance with the terms of this Agreement.



“Commitment Letter” means the commitment letter between the Borrower, Televisa, the
Administrative Agent and the Lead Arranger, dated as of November 29, 2007.



“Compliance Certificate” has the meaning assigned to such term in Section 5.01(c).



“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus (a)
without duplication and to the extent deducted in determining such Consolidated Net Income, the sum
of (i) Consolidated Interest Expense for such period, (ii) consolidated income tax expense for such
period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) any
extraordinary charges for such period and (v) non-operating expenses for such period, and minus (b)
without duplication and to the extent included in determining such Consolidated Net Income, (i) any
extraordinary gains for such period, (ii) any interest income for such period and (iii) any
non-operating income for such period, all determined on a consolidated basis in accordance with
GAAP.


 


3









 





“Consolidated Interest Expense” means, for any period, the sum of the interest expense
(including imputed interest expense in respect of Capital Lease Obligations) of the Borrower and
its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.



“Consolidated Net Income” means, for any period, the net income or loss of the Borrower and
its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP;
provided that there shall be excluded (a) the income (or loss) of any Person (except the Borrower
or any Subsidiary) in which any other Person (except the Borrower, a Subsidiary or a director
holding qualifying shares in compliance with applicable law) owns an Equity Interest, except to the
extent that dividends or other distributions were actually paid by such Person to the Borrower or
any Subsidiary during such period, and (b) the income or loss of any Person accrued before (i) the
date it becomes a Subsidiary, (ii) the date it is merged into or consolidated with the Borrower or
any Subsidiary or (iii) the date its assets are acquired by the Borrower or any Subsidiary.



“Control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the ability to exercise
voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative
thereto.



“Credit Exposure” means, with respect to any Lender at any time, such Lender’s Commitment at
such time or, if the Commitments shall have been terminated, the aggregate outstanding principal
amount of the Loans of such Lender at such time.



“Debt” of any Person means, without duplication, (a) all obligations of such Person for
borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, (c) all payment obligations of such Person under conditional sale or other title
retention agreements relating to property acquired by such Person, (d) all obligations of such
Person in respect of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (e) all Debt of others secured by
any Lien on property owned or acquired by such Person, whether or not the Debt secured thereby has
been assumed; provided, that the amount of such Debt shall be the lesser of (i) the fair
market value of such property as of the date of determination and (ii) the amount of such Debt, (f)
all Guarantees by such Person of Debt of others, including avales, (g) all Capital Lease
Obligations of such Person, (h) all payment obligations, contingent or otherwise, of such Person as
an account party in respect of letters of credit and letters of guaranty, (i) all payment
obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (j) all
payment obligations of such Person under Hedging Agreements (other than Qualifying Hedges) and (k)
all payment obligations of such Person in respect of Synthetic Purchase Agreements; provided that
Debt shall not include any liability constituting (A) Trade Accounts Payable, (B) indebtedness of
the Borrower to any Subsidiary, or of any Subsidiary to the Borrower or any other Subsidiary, to
the extent that any such indebtedness is eliminated in the consolidation of the financial
statements of the Borrower and its consolidated Subsidiaries in accordance with GAAP, or (C)
Televisa Subordinated Debt. For purposes of clause (j) of this definition, the “principal” amount
of Debt of a Person in respect of any Hedging Agreement at any time will be the maximum aggregate
amount (after giving effect to any netting agreements) that such Person would be required to pay if
such Hedging Agreement were terminated at such time.


 


4









 





“Default” means any event or condition which constitutes an Event of Default or which upon
notice, lapse of time or both would, unless cured or waived, become an Event of Default.



“Disclosed Matters” means the actions, suits, proceedings and environmental matters disclosed
in Schedule 3.06.



“Dollars” or “$” refers to lawful money of the United States.



“Drawdown Date” means the date on which the Lenders makes the Loans to the Borrower, which in
no event shall be later than five (5) Business Days after the Effective Date.



“Effective Date” means the date of this Agreement.



“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any
Governmental Authority, relating in any way to the environment, the preservation or reclamation of
natural resources, the management, release or threatened release of any Hazardous Material or
health and safety matters associated with exposure to Hazardous Material including the Mexican
General Law of Ecological Balance and Environmental Protection (Ley General del Equilibrio
Ecológico y la Protección al Ambiente), the Mexican General Law for the Prevention and Integral
Management of Wastes (Ley General para la Prevención y Gestión Integral de los Residuos), the
National Waters Law (Ley de Aguas Nacionales).



“Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of remediation, fines, penalties or indemnities), of the Borrower or
any Material Subsidiary thereof directly or indirectly resulting from or based on (a) violation of
any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Material, (c) exposure to any Hazardous Material, (d) the release or
threatened release of any Hazardous Material into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed with respect to any
of the foregoing.



“Equity Interests” means, with respect to any Person, all of the shares of capital stock of
(or other ownership or profit interests in) such Person, all of the warrants, options or other
rights for the purchase or acquisition from such Person of shares of capital stock of (or other
ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person
or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, outstanding on any
date of determination.



“Equity Related Person” means (i) any Person (other than any Cablevisión Group Company)
holding, directly or indirectly, 10% or more of the capital stock of the Borrower or any of its
Material Subsidiaries on the Effective Date and (ii) any Subsidiary of a Person referred to in
clause (i), other than any Cablevisión Group Company.


 


5









 





“Eurodollar”, when used with respect to any Loan or Borrowing, refers to whether such Loan, or
the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the
Adjusted LIBO Rate.



“Events of Default” has the meaning specified in Article 7.



“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if necessary, to the
next 1/100 of 1%) of the quotations for such day for such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing selected by it.



“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the
United States.



“Financial Officer” means the chief financial officer, principal accounting officer, treasurer
or controller of the Borrower.



“Financing Transactions” means the execution, delivery and performance by the Borrower of the
Loan Documents, the borrowing of Loans and any use of the proceeds thereof on the Drawdown Date.



“Fiscal Quarter” means a fiscal quarter of the Borrower.



“Fiscal Year” means a fiscal year of the Borrower.



“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other
than Mexico.



“GAAP” means the Mexican normas de información financiera, applicable in Mexico as in effect
from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s
independent public accountants) with the most recent audited consolidated financial statements of
the Borrower and its consolidated Subsidiaries delivered to the Lenders.



“Governmental Authority” means any branch of power, whether legislative, judicial or
administrative, of any state, the government of the United States, Mexico, any other nation or any
political subdivision thereof, whether state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government.


 


6









 





“Guarantee” by any Person (the “guarantor”) means any payment obligation, contingent or
otherwise (including an aval), of the guarantor guaranteeing or having the economic effect of
guaranteeing any Debt or other payment obligation of any other Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of the guarantor, direct
or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of)
such Debt or other obligation or
to purchase (or advance or supply funds for the purchase of) any security for the payment
thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the
owner of such Debt or other obligation of the payment thereof, (c) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the primary obligor so as
to enable the primary obligor to pay such Debt or other obligation or (d) as an account party in
respect of any letter of credit or letter of guaranty issued to support such Debt or other
obligation; provided that the term “Guarantee” shall not include endorsements for collection or
deposit in the ordinary course of business.



“Hazardous Materials” means all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law, including all explosive or
radioactive substances or wastes.



“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange
agreement, commodity price protection agreement or other interest rate, currency exchange rate or
commodity price hedging arrangement.



“Interest Election” means an election by the Borrower to change or continue the Interest
Period applicable to any Borrowing in accordance with Section 2.04.



“Interest Payment Date” means, with respect to any Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part.



“Interest Period” means, with respect to each Loan, (i) the period commencing on the date of
borrowing specified in the applicable Borrowing Request and ending on the numerically corresponding
day in the calendar month that is one, three or six months thereafter, as the Borrower may elect in
such Borrowing Request, and (ii) for each subsequent Interest Period, the period commencing on the
last date of the Interest Period then ending with respect to such Loan and ending on the
numerically corresponding day in the calendar month that is one, three or six months thereafter, as
the Borrower may elect in a Notice of Interest Period Election; provided that (i) if any Interest
Period would end on a day which is not a Business Day, such Interest Period shall be extended to
the next succeeding Business Day unless such next succeeding Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any
Interest Period that commences on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the last calendar month of such Interest Period) shall
end on the last Business Day of the last calendar month of such Interest Period and (iii) any
Interest Period that would otherwise end after the Maturity Date shall instead end on the Maturity
Date.



“Investment” has the meaning specified in Section 6.04.



“JPMorgan Chase” means JPMorgan Chase Bank, N.A.



“Lead Arranger” means J.P. Morgan Securities Inc., in its capacity as lead arranger and sole
bookrunner for this Agreement.


 


7









 





“Lender Affiliate” means, with respect to any Lender, an Affiliate of such Lender (excluding
any special purpose fund or other vehicle organized to invest in whole or in part in bank loans and
similar extensions of credit and issue obligations to finance such investments).



“Lender Parties” means the Lenders, the Administrative Agent and the Lead Arranger.



“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have
become a party hereto pursuant to an Assignment, other than any such Person that ceases to be a
party hereto pursuant to an Assignment.



“Lending Office” means, as to each Lender, its office located at its address set forth in its
Administrative Questionnaire (or identified in its Administrative Questionnaire as its Lending
Office) or such other office as such Lender may hereafter designate as its Lending Office (or if it
so designates, its Lending Office solely with respect to Loans bearing interest at the Eurodollar
Rate or Substitute Rate) by notice to the Borrower and the Administrative Agent.



“Letseb Note” means the US$80,000,000 note issued on December 13, 2007 by Letseb, S.A. de C.V.
and guaranteed by Televisa.



“Leverage Ratio” means, on any day, the ratio for the Borrower and its consolidated
Subsidiaries of (a) Total Debt as of such date to (b) Consolidated EBITDA for the period of four
consecutive Fiscal Quarters ended on such day (or, if such day is not the last day of a Fiscal
Quarter, ended on the last day of the Fiscal Quarter most recently ended before such day for which
the Borrower has delivered consolidated financial statements to the Administrative Agent pursuant
to Section 3.04 or Section 5.01).



“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate
per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”) from Telerate Successor
Page 3750, as published by Reuters (or, if such source is unavailable, such other commercially
available source providing quotations of BBA LIBOR as designated by the Administrative Agent from
time to time to the Borrower) at approximately 11:00 a.m., London time, two Business Days prior to
the commencement of such Interest Period, as the rate (rounded upwards, if necessary, to the next
1/16 of 1%) for Dollar deposits with a maturity comparable to such Interest Period. If such rate
is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar
Borrowing for such Interest Period shall be the rate at which Dollar deposits of $5,000,000 and for
a maturity comparable to such Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days before the beginning of such Interest Period.



“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest
of a vendor or a lessor under any conditional sale agreement or title retention agreement (or any
financing lease having substantially the same economic effect as any of the foregoing) relating to
such asset and (c) in the case of securities, any purchase option, call or similar right of a third
party with respect to such securities.


 


8









 





“Loan Documents” means this Agreement and any Note.



“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.



“Margin Stock” has the meaning assigned to such term in Regulation U of the Federal Reserve
Board.



“Material Adverse Effect” means a material adverse effect on (a) the business operations,
property, condition (financial or otherwise) or prospects of the Borrower and its Material
Subsidiaries, taken as a whole, (b) the ability of the Borrower to perform any of its material
obligations under any Loan Document or (c) the rights and remedies available to any Lender Party
under any Loan Document.



“Material Debt” means Debt (other than obligations in respect of the Loans) of any one or more
Cablevisión Group Companies in an aggregate principal amount exceeding $20,000,000.



“Material Subsidiary” means, at any date of determination, (A) any subsidiary of the Borrower
(the “tested subsidiary”) for which either of the following is true (in each case, determined for
such tested subsidiary with its subsidiaries, on a consolidated basis in accordance with GAAP):
(i) for the most recent Fiscal Year of the Borrower, the consolidated net revenues of such tested
subsidiary was more than 10% of the consolidated net revenues of the Borrower and its consolidated
Subsidiaries or (ii) as of the end of such Fiscal Year, the consolidated total assets of such
tested subsidiary was more than 10% of the consolidated total assets of the Borrower and its
consolidated Subsidiaries, all as set forth on the most recently available consolidated financial
statements of the Borrower referred to in Section 3.04 or delivered pursuant to Section 5.01 and
(B) each of Cablestar, S.A. de C.V., Letseb, S.A. de C.V. and Operbes, S.A. de C.V. unless (x) on
such date, such Person is no longer a Subsidiary or (y) after December 31, 2007, such date on which
such Person does not comply with (i) or (ii) above.



“Mexican Stock Exchange” means the Stock Exchange of Mexico (Bolsa Mexicana de Valores, S.A.
de C.V.).



“Mexican Tax Authority” means any governmental, regulatory or administrative body, agency or
authority, any court of judicial authority, any arbitrator or any public, private or industry
regulatory authority of the government of Mexico, or any political subdivision thereof in charge of
affairs related to Taxes or Other Taxes.



“Mexico” means the United Mexican States.



“Maturity Date” means the fifth anniversary of the Drawdown Date.



“Moody’s” means Moody’s Investors Service, Inc. (or any successor providing ratings).


 


9









 





“Net Proceeds” means, with respect to any event, (a) the cash proceeds received in respect of
such event including (i) any cash received in respect of any non-cash proceeds, but only as and
when received, (ii) in the case of a casualty, insurance proceeds, and (iii) in the case of a
condemnation or similar event, condemnation awards
and similar payments, in each case net of (b) the sum of (i) all fees and out-of-pocket
expenses paid by the Borrower or any of its Subsidiaries to third parties (other than Affiliates)
in connection with such event, (ii) in the case of a sale, transfer or other disposition of an
asset (including pursuant to a sale and leaseback transaction, a casualty or a condemnation or
similar proceeding), the amount of all payments required to be made by the Borrower or any of its
Subsidiaries as a result of such event to repay Debt (other than Loans) secured by such asset or
otherwise subject to mandatory prepayment as a result of such event, and (iii) the amount of all
taxes paid (or reasonably estimated to be payable) by the Borrower or any of its Subsidiaries, and
the amount of any reserves established by the Borrower or any of its Subsidiaries to fund
contingent liabilities reasonably estimated to be payable, in each case during the year that such
event occurred or the next succeeding year and that are directly attributable to such event (as
determined reasonably and in good faith by a Financial Officer).



“New York Court” has the meaning specified in Section 9.09(b).



“Notice of Interest Period Election” has the meaning specified in Section 2.04.



“Operbes Loan” means a loan dated December 13, 2007 by Televisa or one of its Affiliates to
Operbes, S.A. de C.V., in an amount of up to $38,082,685.



“Other Taxes” has the meaning specified in Section 2.13(a).



“Outstanding Amount” means, with respect to any Lender at any time, the aggregate outstanding
principal amount of its Loans, determined at such time after giving effect to all payments and
prepayments, and any prior assignments by or to such Lender pursuant to Section 9.04.



“Participants” has the meaning specified in Section 9.04(e).



“Permitted Investments” means investments in:



(a) direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States (or by any agency thereof to the extent such
obligations are backed by the full faith and credit of the United States), in each case maturing
within two years from the date of acquisition thereof and denominated in Dollars;



(b) commercial paper, maturing not more than 365 days after the date of acquisition thereof,
issued by a corporation (other than an Affiliate of the Company) incorporated or organized and in
existence under the laws of Mexico or any jurisdiction thereof or the United States of America, any
state thereof or the District of Columbia or any foreign country recognized by the United States of
America in which the Company or any of its Subsidiaries are engaged in business activities with a
rating at the time as of which any investment therein is made of “P-2” (or higher) according to
Moody’s or “A-2” (or higher) according to S&P (or equivalent ratings by their Mexican affiliates);



(c) certificates of deposit, banker’s acceptances and time deposits maturing within two years
from the date of acquisition thereof issued or guaranteed by or placed with, and money market
deposit accounts issued or offered by, any domestic office of any
commercial bank organized under the laws of the United States or any State thereof which has a
combined capital and surplus of at least $500,000,000;


 


10









 





(d) fully collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause (a) above and entered into with a financial institution satisfying
the criteria described in clause (c) above; and



(e) Certificados de la Tesorería de la Federación (Cetes), Bonos de Desarrollo del Gobierno
Federal (Bondes), whether denominated in Pesos or UDIs, Bonos de RegulaciÓn Monetaria (BREMs) and
Bonos de ProtecciÓn al Ahorro (BPAs), in each case, issued by the government of Mexico, denominated
in Pesos and maturing not later than two years after the acquisition thereof.



“Permitted Liens” means:



(a) Liens imposed by law for taxes, assessments, governmental charges or claims, that are
either (i) delinquent for less than 90 days; provided that the fair market value of the aggregate
amount of the property subject to such Liens does not exceed $10,000,000 or (ii) that are not yet
due or are being contested in compliance with Section 5.04(a);



(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens
imposed by law, arising in the ordinary course of business and securing obligations that are not
overdue by more than 60 days or are being contested in compliance with Section 5.04(a);



(c) pledges and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and other social security laws or regulations;



(d) Liens incurred or deposits made to secure (i) letters of credit, the performance of
tenders, bids, trade contracts, leases, licenses, statutory or regulatory obligations, bankers’
acceptances, surety and appeal bonds, government contracts, performance and return-of-money bonds
and other obligations of a similar nature incurred in the ordinary course of business (exclusive of
obligations for the payment of borrowed money) and any bank’s unexercised right of set off with
respect to deposits made in the ordinary course and (ii) indemnity obligations in respect of the
sale, transfer, lease or other disposition of any property of the Borrower or any Material
Subsidiary; provided that the property subject to such Lien does not have a fair market
value in excess of the cash or cash equivalent proceeds received by the Borrower and its Material
Subsidiaries in connection with such sale, transfer, lease or other disposition;



(e) judgment liens in respect of judgments that do not constitute an Event of Default under
clause (k) of Section 7.01 hereof; and



(f) easements, municipal and zoning restrictions, rights-of-way and similar encumbrances on
real property that do not materially interfere with the ordinary conduct of business of the
Borrower and its Material Subsidiaries, taken as a whole;


 


11









 





(g) leases or subleases granted to others that do not materially interfere with the ordinary
course of business of the Borrower and its Material Subsidiaries, taken as a whole;



(h) Liens arising from filing Uniform Commercial Code or similar financing statements
regarding leases;



(i) Liens in favor of the Borrower or any Material Subsidiary;



(j) Liens arising from the rendering of a final judgment or order against the Borrower or any
Material Subsidiary of the Borrower that does not give rise to an Event of Default;



(k) Liens securing reimbursement obligations with respect to trade letters of credit that
encumber documents and other property relating to such trade letters of credit and the products and
proceeds thereof;



(l) Liens in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods;



(m) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for the sale of goods entered into by the Borrower or any of its Material Subsidiaries
in the ordinary course of business of the Borrower and its Material Subsidiaries, taken as a whole;



(n) Liens on the rights of the Borrower or a Material Subsidiary to payments in respect of
programming or films and all proceeds therefrom; and



(o) Liens not permitted under the foregoing clauses (a) through (n) of this definition;
provided that the aggregate amount of the property subject to such Liens at any time does not
exceed $5,000,000.



“Permitted Refinancing” means, with respect to any Debt (the “refinanced Debt”), any
extensions, renewals and replacements of such Debt (the “refinancing Debt”) that (A) is incurred by
the same Person or Persons as were obligors under the refinanced Debt, (B) if the refinanced Debt
is subordinated in right of payment to obligations under the Loan Documents, then such refinancing
Debt is subordinated to at least the same obligations on terms at least as favorable to the Lenders
as those governing the refinanced Debt, (C) does not increase the outstanding principal amount
thereof and (D) has a maturity date no earlier than, and a weighted average life no shorter than,
the refinanced Debt.



“Person” means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other entity.



“Pesos” or “Ps” means the lawful money of Mexico.


 


12









 





“Prepayment Event” means:




(a) any sale, transfer or other disposition (including pursuant to a sale and
leaseback transaction) of any property of the Borrower or any
Subsidiary, except dispositions described in Sections 6.05(a) or Section 6.05(b); or




(b) any casualty or other insured damage to any property of the Borrower or any
Subsidiary, or any taking of any such property under power of eminent domain or by
condemnation or similar proceeding, or any transfer of any such property in lieu of a
condemnation or similar taking thereof.



“Prime Rate” means the rate of interest per annum publicly announced from time to time by
JPMorgan Chase as its prime rate in effect at its principal office in the City of New York. Each
change in the Prime Rate will be effective for purposes hereof from and including the date such
change is publicly announced as being effective.



“Process Agent” has the meaning set forth in Section 9.10(a).



“Qualifying Hedges” has the meaning assigned to such term in Section 5.10.



“Register” has the meaning specified in Section 9.04(c).



“Regulation T” means Regulation T of the Federal Reserve Board, as in effect from time to
time.



“Regulation U” means Regulation U of the Federal Reserve Board, as in effect from time to
time.



“Regulation X” means Regulation X of the Federal Reserve Board, as in effect from time to
time.



“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and
the respective directors, officers, employees, agents and advisors of such Person and its
Affiliates.



“Required Lenders” means, at any time, Lenders having at least 51% in aggregate amount of the
Credit Exposures at such time (disregarding for this purpose any Credit Exposures held by the
Borrower or its Related Parties).



“Restricted Payment” means (a) any dividend or other distribution (whether in cash, securities
or other property) with respect to any Equity Interest in any Cablevisión Group Company, or any
payment (whether in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any Equity Interest in any Cablevisión Group Company other than in accordance with
the terms thereof (including, for this purpose, any payment in respect of any such Equity Interest
under a Synthetic Purchase Agreement), (b) any payment with respect to Televisa Subordinated Debt
and (c) any loan or advance to an Equity Related Person (other than advances for services in the
ordinary course of business that are at prices and on terms and conditions not less favorable to
the Cablevisión Group Companies making such advances than could be obtained on an arm’s length
basis from unrelated third parties).



“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.
(or any successor providing ratings).


 


13









 





“SEC” means the U.S. Securities and Exchange Commission.



“Statutory Reserve Adjustment” means a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Federal Reserve Board to which the Administrative Agent
is subject with respect to eurocurrency funding (currently referred to as “Eurocurrency
Liabilities” in Regulation D of the Federal Reserve Board). Such reserve percentages will include
those imposed pursuant to such Regulation D. The Statutory Reserve Adjustment will be adjusted
automatically on and as of the effective date of any change in any applicable reserve percentage.



“subsidiary” means, with respect to any Person at any date, any corporation, limited liability
company, partnership or other entity of which Voting Stock representing more than 50% of the total
voting power of the outstanding Voting Stock is owned, directly or indirectly, by such Person
and/or one or more other subsidiaries of such Person.



“Subsidiary” means any subsidiary of the Borrower.



“Substitute Rate” means, for any day and for any Lender, a rate per annum determined pursuant
to Section 2.09(B) or (C), as applicable.



“Substitute Rate Loan” means a Loan which bears interest at the Substitute Rate pursuant to
the provisions of Sections 2.09, 2.11 or 2.15.



“Synthetic Purchase Agreement” means any margin loan, total return swap, equity derivative or
prepaid forward or combination of such agreements pursuant to which the Borrower or a Subsidiary is
or may become obligated to make (i) any payment in connection with the purchase by any third party,
from a Person other than the Borrower or a Subsidiary, of any Equity Interest or (ii) any payment
(other than on account of a permitted purchase by it of any Equity Interest) the amount of which is
determined by reference to the price or value at any time of any Equity Interest. For the
avoidance of doubt, the term Synthetic Purchase Agreement shall not include the making or repayment
of any contribution of capital or any agreement relating thereto.



“Taxes” has the meaning specified in Section 2.13(a).



“Televisa” means Grupo Televisa, S.A.B. and its successors.



“Televisa Subordinated Debt” means any unsecured Debt of the Borrower or any Subsidiary owing
to Televisa and/or its Affiliates that (a) is expressly subordinated to the prior payment in full
in cash of the principal of and interest on the Loans and other obligations under the Loan
Documents on terms at least as favorable to the Lenders as the terms set forth on Exhibit F hereto
and (b) has no required repayments (whether upon scheduled maturity, pursuant to scheduled
amortization or upon the occurrence of a contingency, other than a customary acceleration upon a
bankruptcy or insolvency of the Borrower or the relevant Subsidiary, and subject to the
subordination provisions referred to above) and no payments of interest prior to the date that is
91 days after the Maturity Date.


 


14









 





“Total Debt” means, as of any date, the aggregate amount of Debt referred to in (a), (b), (e),
(f), (g), (j) or (k) under the definition thereof (but, in the case of clauses (e) and (f), only to
the extent of Guarantees of Debt of the type referred to in clauses (a), (b), (g), (j) and (k)) of
the Borrower and its Subsidiaries, determined on a consolidated basis as of such date), provided
that all Debt arising from the Operbes Loan shall not be considered Total Debt pursuant to this
paragraph until March 30, 2008.



“Trade Accounts Payable” means, with respect to any Person, any accounts payable, notes or any
other monetary obligation to trade creditors created, assumed or Guaranteed by such Person or any
of its subsidiaries arising in the ordinary course of business in connection with the acquisition
of goods or services from such trade creditors.



“United States” means the United States of America.



“Voting Stock” means any class of Equity Interests of a Person pursuant to which the holders
thereof, as a class, have the general voting power under ordinary circumstances to elect at least a
majority of the board of directors or equivalent governing body of such Person.



“Wholly Owned Subsidiary” of any Person means a subsidiary of such Person, all of the Equity
Interests of which (other than directors’ qualifying shares or nominee or other similar shares
required pursuant to applicable law) are owned by such Person or another Wholly Owned Subsidiary of
such Person or by such Person together with one or more of its other Wholly Owned Subsidiaries.



Section 1.02. Terms Generally. The definitions of terms herein (including those
incorporated by reference to another document) shall apply equally to the singular and plural forms
of the terms defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without limitation”. The word “will”
shall be construed to have the same meaning and effect as the word “shall”. Unless the context
requires otherwise, (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and permitted assigns, (c) the words
“herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof, (d) all references
herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the word “property” shall be
construed to refer to any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights. In determining any payment or other amount that is
required to be made at any time “pro rata” to or from any group of Lenders, Loans or Commitments,
such amount shall be determined, unless otherwise specified, at the respective amounts of such
Loans or Commitments, as applicable, or in the case of Lenders, to the Loans and/or Commitments
held by them, in each case at such time.



Section 1.03. Accounting Terms; Changes in GAAP. Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP as in effect from time to time; provided that, if the
Borrower notifies the Administrative Agent that the Borrower requests an amendment of any provision
hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the
application thereof (or if the Administrative Agent notifies the Borrower that the Required Lenders
request an amendment of any provision hereof for such purpose), regardless of whether such notice
is given before or after such change in GAAP or in the application thereof, then such provision
shall be applied on the basis of GAAP as in effect and applied immediately before such change shall
have become effective until such notice shall have been withdrawn or such provision amended in
accordance herewith.



 


15









 






ARTICLE 2

The Credits




Section 2.01. Commitments. (a) On the Drawdown Date, in each case subject to the terms and
conditions set forth herein, each Lender agrees to make a Loan to the Borrower in a principal
amount equal to its Commitment. Loans and Commitments hereunder are not revolving and amounts
repaid or prepaid may not be reborrowed.



(b) The Commitments of the Lenders are several, i.e., the failure of any Lender to make any
Loan required to be made by it shall not relieve any other Lender of its obligations hereunder, and
no Lender shall be responsible for any other Lender’s failure to make Loans as and when required
hereunder. Any undrawn portion of the Commitments shall automatically terminate immediately after
the borrowing on the Drawdown Date.



Section 2.02.
Method of Borrowing. (a) The Borrower shall request that Lenders make the
Loans by delivering to the Administrative Agent a notice in writing in substantially the form of
Exhibit D (a “Borrowing Request”) no later than 12:00 noon, New York City time, at least two (2)
Business Days before the Drawdown Date. Such Borrowing Request shall be irrevocable and shall
specify the following information:




(i) the aggregate amount of the Loans to be made on the Drawdown Date (which
aggregate amount shall not exceed $225,000,000);




(ii) the Drawdown Date, which shall be a Business Day; and




(iii) the initial Interest Period to be applicable to such Loans, which shall be a
period contemplated by the definition of “Interest Period”.



(b) Promptly and in any event at least one day before the Drawdown Date, after it receives a
Borrowing Request in accordance with this Section, the Administrative Agent shall notify each
Lender as to the details of such Borrowing Request and the amount of such Lender’s Loan to be made
pursuant thereto, and such notice shall be irrevocable.



Section 2.03. Funding of Loans. (a) Not later than 12:00 noon, New York City time, on the
Drawdown Date, each Lender shall make available the full amount of its Loan in Dollars in Federal
or other funds immediately available in New York City, to the Administrative Agent at the
Administrative Agent’s Account. Unless the Administrative
Agent determines that any applicable condition specified in Section 4.01 has not been
satisfied, the Administrative Agent will make the funds so received from the Lenders available to
the Borrower by crediting the Borrower’s Account.


 


16









 





(b) Unless the Administrative Agent receives notice from a Lender before the proposed date of
any Borrowing that such Lender will not make its share of such Borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with Section 2.03(a) and may, in reliance on such assumption,
make a corresponding amount available to the Borrower. In such event, if a Lender has not in fact
made its share of such Borrowing available to the Administrative Agent, such Lender and the
Borrower severally agree to pay to the Administrative Agent, forthwith on demand such corresponding
amount with interest thereon, for each day from and including the day such amount is made available
to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the
case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in
the case of the Borrower, the then applicable interest rate determined as provided in Section 2.08.
If such Lender pays such amount to the Administrative Agent, such amount shall constitute such
Lender’s Loan included in such Borrowing and the Borrower shall have no further obligations under
this subsection (b) in respect thereof.



Section 2.04. Method of Electing Interest Periods. (a) The initial Interest Period for each
Borrowing shall be as specified in the relevant Borrowing Request. Thereafter, the Borrower may
from time to time, subject to Sections 2.09, 2.10, 2.11 and 2.12, elect the duration of the
Interest Period or Interest Periods applicable to the Loans (subject in each case to the definition
of Interest Period and Sections 2.09, 2.10, 2.11 and 2.12). Each such election of an Interest
Period shall be made by delivering a written notice substantially in the form of Exhibit E hereto
(a “Notice of Interest Period Election”) to the Administrative Agent not later than 12:00 noon, New
York City time, on the third Business Day before such election is to be effective. If no such
notice is timely received prior to the end of an Interest Period, the Borrower shall be deemed to
have elected that all Loans having such Interest Period be continued as Loans with an Interest
Period of three months (in each case subject to the definition of Interest Period).



(b) Each Notice of Interest Period Election shall specify:




(i) the date on which the election specified in such notice is to become effective,
which shall comply with subsection (a) above; and




(ii) the duration of the new Interest Period.



Each Interest Period specified in a Notice of Interest Period Election shall comply with the
provisions of the definition of Interest Period.



(c) Promptly after receiving a Notice of Interest Period Election from the Borrower pursuant
to Section 2.04(a) above, the Administrative Agent shall notify each Lender of the contents thereof
and such notice shall not thereafter be revocable by the Borrower.


 


17









 





Section 2.05. Payment at Maturity; Evidence of Debt. (a) The Borrower unconditionally
promises to pay to the Administrative Agent on the Maturity Date, for the account of each Lender,
the then unpaid principal amount of such Lender’s Loans.



(b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such
Lender, including the amounts of principal and interest payable and paid to such Lender from time
to time.



(c) The Administrative Agent shall maintain accounts with respect to the Loans in which it
shall record (i) the amount of each Loan made hereunder and whether the interest is based on the
Substitute Rate or Eurodollar Rate and each Interest Period (if any) applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable from the Borrower
to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender’s share thereof.



(d) The entries made in the accounts maintained pursuant to subsections (b) and (c) of this
Section shall be prima facie evidence of the existence and amounts of the obligations recorded
therein; provided that any failure by any Lender or the Administrative Agent to maintain such
accounts or any error therein shall not affect the Borrower’s obligation to repay the Loans in
accordance with the terms of this Agreement.



(e) Each Lender’s Loans shall be represented by a promissory note executed by the Borrower and
payable in Dollars to such Lender in substantially the form of Exhibit C hereto (each, a “Note”,
and collectively, the “Notes”). Each Note shall be executed by the Borrower, qualify as a pagaré
under Mexican law and specify the Applicable Margin applicable to the Loans pursuant to the terms
hereof as of the Drawdown Date. The Administrative Agent shall deliver to each Lender, promptly
upon receipt, any Note received for the account of such Lender. Upon (1) any assignment made
pursuant to Section 9.04, the Borrower shall prepare, execute and deliver, against simultaneous
delivery of the existing Note or Notes, (A) a new Note payable to the assignee Lender and (B) if
necessary, a new Note payable to the assignor Lender, each dated the date of such Note being
exchanged, in a principal amount equal to the principal amount of the Loan so assigned (or, in the
case of the assignor Lender, retained after such assignment) and otherwise duly completed or (2) a
change in the Applicable Margin reflected in the existing Note or Notes pursuant to the terms
hereof, the Borrower shall execute and deliver, against simultaneous delivery of the existing Note
or Notes, a new Note or Notes payable to any relevant Lender identical in all respects to the Note
or Notes being replaced other than the Applicable Margin, upon its own request or the request of a
relevant Lender, provided, that in no event shall the failure of the Borrower or a Lender
to request or receive any such replacement Note affect the Applicable Margin applicable to the
Loans from time to time pursuant to the terms hereof.



Section 2.06. Optional and Mandatory Prepayments. (a) Optional Prepayments. The Borrower
will have the right at any time to prepay the Loans in whole or in part in amounts not less than
$5,000,000 or increments of $1,000,000 in excess thereof and otherwise in accordance with the
provisions of this Section.


 


18









 





(b) Asset Dispositions and Casualty Events. With respect to each Fiscal Year, within ten
Business Days after the date on which any Net Proceeds are received by or on
behalf of the Borrower or any Subsidiary in respect of any Asset Disposition or Casualty Event
(provided that the amount thereof, determined in the aggregate for all Asset Dispositions and
Casualty Events after the date hereof and not previously subject to the prepayment requirements of
this Section 2.06, exceeds $25,000,000 in such Fiscal Year), the Borrower shall prepay the Loans in
an aggregate amount equal to such excess; provided that (i) if the Borrower shall deliver to the
Administrative Agent a certificate of a Financial Officer to the effect that (A) the Borrower and
its Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified
in such certificate), within 180 days after receipt of such Net Proceeds, to invest in assets
(other than cash equivalents or short-term assets) of the business of the Borrower and its
Subsidiaries, and (B) no Default has occurred and is continuing, then no prepayment will be
required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net
Proceeds specified in such certificate, if applicable) except that, if any such Net Proceeds have
not been so applied by the end of such 180-day period, a prepayment will be required at that time
in an amount equal to the amount of such Net Proceeds that have not been so applied, subject to the
limitations otherwise set forth in this clause (b).



(c) Change of Control. If a Change of Control shall occur, the Borrower will, within five
Business Days after the occurrence thereof, deliver to the Administrative Agent notice describing
in reasonable detail the facts and circumstances giving rise thereto. If any Lender so directs by
written notice delivered to the Administrative Agent and the Borrower not later than five Business
Days after delivery of notice of such Change of Control (the “Change of Control Prepayment
Notice”), the Loans of such Lender shall become due and payable (together with accrued interest
thereon to the date of payment) on the twentieth Business Day after the notice initially delivered
by the Borrower, all without further demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower, unless prior to such date such Lender has delivered to the
Administrative Agent and the Borrower a subsequent written notice expressly rescinding such Change
of Control Prepayment Notice.



(d) Accrued Interest. Each prepayment under this Section 2.06 shall be accompanied by accrued
interest to the extent required by Section 2.08.



(e) Notice of Prepayments. The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment of any Borrowing hereunder, not later than 12:00 noon,
New York City time, three Business Days before the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or
portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed
calculation of the amount of such prepayment. Promptly after it receives any such notice, the
Administrative Agent shall advise the Lenders of the contents thereof.



Section 2.07. Fees. The Borrower shall pay to the Administrative Agent, for its own
account, fees payable in the amounts and at the times separately agreed upon by the Borrower with
the Administrative Agent.



Section 2.08. Interest. (a) Each Loan shall bear interest on the outstanding principal
amount thereof, for each day during each Interest Period applicable thereto, at a rate per annum
equal to the sum of the Applicable Margin for such day plus the Adjusted LIBO Rate applicable to
such Interest Period (subject in any event to Sections 2.09, 2.10, 2.11 and 2.12).


 


19









 





(b) Notwithstanding the foregoing, during the continuance of any Event of Default, principal
of each Loan shall bear interest at 2% per annum in excess of the rate otherwise applicable thereto
pursuant to clause (a) above; provided that any overdue principal of or interest on any
Loan shall bear interest for each day until paid at a rate per annum equal to the higher of (i) the
sum of 2% plus the Applicable Margin for such day plus the Adjusted LIBO Rate applicable to such
Loan on the day before such payment was due and (ii) the sum of 2% plus the Applicable Margin for
such day plus the Adjusted LIBO Rate, for this purpose determined pursuant to the definition
thereof but for periods selected from time to time by the Administrative Agent (not shorter than
one day or longer than three months). Any other overdue amounts under this Agreement shall bear
interest at a rate per annum equal to the sum of (i) the Base Rate plus (ii) 2%.



(c) Interest accrued on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan; provided that (i) interest accrued pursuant to Section 2.08(b) shall be payable on
demand, (ii) upon any repayment of any Loan, interest accrued on the principal amount repaid shall
be payable on the date of such repayment and (iii) upon any permitted conversion of a Eurodollar
Loan to a Substitute Rate Loan before the end of the current Interest Period therefor, interest
accrued on such Loan shall be payable on the effective date of such conversion.



(d) All interest hereunder will be computed on the basis of a year of 360 days, except that
(i) interest computed at the Substitute Rate will be computed on the basis of a year of the number
of days agreed by the parties in determining the Substitute Rate and (ii) any determination based
on the Prime Rate will be computed on the basis of a year of 365 days (or 366 days in a leap year),
and in each case will be payable for the actual number of days elapsed in the relevant period
(including the first day but excluding the last day).



(e) The Administrative Agent shall determine, in accordance with the terms of this Agreement,
each interest rate applicable to the Loans hereunder. The Administrative Agent shall promptly
notify the Borrower and the Lenders of each rate of interest so determined, and its determination
thereof shall be prima facie evidence thereof.



Section 2.09. Substitute Rate of Interest. If before the beginning of any Interest Period
for a Eurodollar Borrowing:




(i) the Administrative Agent determines (which determination will be conclusive
absent manifest error) that adequate and reasonable means do not exist for ascertaining
the Adjusted LIBO Rate for such Interest Period; or




(ii) Lenders whose Loans to be included in such Borrowing aggregate at least 51%
thereof advise the Administrative Agent that the Adjusted LIBO Rate for such Interest
Period will not adequately and fairly reflect the cost to such Lenders of making or
maintaining such Loans for such Interest Period;



then the Administrative Agent shall give notice thereof to the Borrower and the affected Lenders by
telephone or telecopy as promptly as practicable thereafter and:




(A) during the 15-day period next succeeding the date of any such notice
(the “Negotiation Period”), the Administrative Agent (in consultation with the
affected Lenders) and the Borrower will
negotiate in good faith for the purpose of agreeing upon an alternative,
mutually acceptable basis (the “Substitute Basis”) for determining the rate of
interest to be applicable to the Loans for such Interest Period;


 


20









 






(B) if at the expiry of the Negotiation Period, the affected Lenders and
the Borrower have agreed upon a Substitute Basis and the Administrative Agent
has received confirmation from its Mexican counsel that such Substitute Basis
has received all necessary governmental approvals and consents, the rate of
interest based on such Substitute Basis shall (1) be deemed to be the
“Substitute Rate” for such Interest Period and (2) be retroactive to, and take
effect from, the beginning of such Interest Period, and the Borrower shall
forthwith deliver to the Administrative Agent (for delivery to the affected
Lenders), in exchange for the then existing Notes, new Notes substantially in
the form of Exhibit C hereto with such changes as the Administrative Agent deems
necessary to reflect the rate of interest based on such Substitute Basis;




(C) if at the expiry of the Negotiation Period, a Substitute Basis shall
not have been agreed upon as aforesaid or the Administrative Agent shall not
have received the above-mentioned confirmation as to requisite governmental
approvals or consents, the Administrative Agent shall forthwith notify each
affected Lender of such failure to agree or to receive such confirmation and,
within five Business Days after receipt of such notice (or as soon thereafter as
practicable), each such Lender shall notify the Borrower through the
Administrative Agent of the cost to such Lender (as determined by it in good
faith) of funding and maintaining its Loan for such Interest Period; and the
interest payable to such Lender on its Loan for such Interest Period shall be a
rate per annum equal to the Applicable Margin above the cost to such Lender of
funding and maintaining its Loan for such Interest Period as so notified by such
Lender (in such event, such rate shall be deemed to be the “Substitute Rate” for
such Interest Period) (or, as to any principal of such Loan or, to the extent
permitted by applicable law, other amount payable to such Lender on or in
respect of its Loan that is then past due, 2% per annum plus the Applicable
Margin above such cost); and




(D) the procedures specified in clauses (A), (B) and (C) above shall apply
to each Interest Period succeeding the first Interest Period to which they were
applied unless and until the Administrative Agent shall determine in
consultation with the affected Lenders that the conditions referred to in clause
(i) or (ii) above no longer exist and so notifies the Borrower and the affected
Lenders, whereupon interest on the Loans shall again be determined in accordance
with the provisions of Section 2.08 hereof commencing on the first day of the
Interest Period next succeeding the date of such notice.


 


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Section 2.10. Increased Costs. (a) If any Change in Law (other than a Change in Law
affecting Taxes, as to which Section 2.13 shall govern) shall:




(i) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or




(ii) impose on any Lender or the London interbank market any other condition
affecting this Agreement or Eurodollar Loans made by such Lender;



and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Loan (or of maintaining its obligation to make Eurodollar Loans) or to
reduce any amount received or receivable by such Lender hereunder (whether of principal, interest
or otherwise), then the Borrower shall pay to such Lender such additional amount or amounts as will
compensate it for such additional cost incurred or reduction suffered as provided in Section
2.10(c).



(b) If any Lender determines that any Change in Law regarding capital requirements has or
would have the effect of reducing the rate of return on such Lender’s capital or on the capital of
such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such
Lender, to a level below that which such Lender or such Lender’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s policies and the
policies of such Lender’s holding company with respect to capital adequacy), then from time to time
the Borrower shall pay to such Lender such additional amount or amounts as will compensate it or
its holding company for any such reduction suffered as provided in Section 2.10(c).



(c) A certificate of a Lender setting forth the amount or amounts necessary to compensate it
or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section
shall be delivered to the Borrower and shall constitute prima facie evidence of such amount(s).
The Borrower shall pay such Lender the amount shown as due on any such certificate within 10
Business Days after receipt thereof.



(d) Failure or delay by any Lender to demand compensation pursuant to this Section will not
constitute a waiver of its right to demand such compensation; provided that the Borrower will not
be required to compensate a Lender pursuant to this Section for any increased cost or reduction
incurred more than 135 days before it notifies the Borrower of the Change in Law giving rise to
such increased cost or reduction and of its intention to claim compensation therefor. However, if
the Change in Law giving rise to such increased cost or reduction is retroactive, then the 135-day
period referred to above will be extended to include the period of retroactive effect thereof.


 


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Section 2.11. Illegality. (a) If, on or after the date hereof, the adoption of any
applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental authority, central bank
or comparable agency charged with the interpretation or administration thereof, or compliance by
any Lender (or its Lending Office) with any request or directive (whether or not having the force
of law) of any such authority, central bank or comparable agency, shall make it unlawful or
impossible for any Lender (or its Lending Office) to make, maintain or fund
its Eurodollar Loans
and such Lender shall so
notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof
to the other Lenders and the Borrower, whereupon until such Lender notifies the Borrower and the
Administrative Agent that the circumstances giving rise to such suspension no longer exist, the
obligation of such Lender to make Eurodollar Loans, or continue outstanding Loans as Eurodollar
Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this
Section, such Lender shall designate a different Lending Office if such designation will avoid the
need for giving such notice and will not, in the judgment of such Lender, be otherwise
disadvantageous to such Lender.



(b) If such notice is given, the affected Lender shall follow the procedures set forth in
clauses (A) and (B) of Section 2.09 for determining the “Substitute Rate”; provided that the
negotiation described therein shall be between such affected Lender and the Borrower. If at the
end of the Negotiation Period referred to therein, (i) such Lender and the Borrower have agreed to
a Substitute Rate for the affected Loans, such Loans shall thereafter bear interest at such
Substitute Rate and (ii) such Lender and the Borrower have not agreed to a Substitute Rate for the
affected Loans, the Borrower shall repay the Loans of such Lender in full, together with interest
accrued thereon to the date of payment at the rate applicable to such Loans (based on the Adjusted
LIBO Rate and Section 2.08(a)) (a) on the last day of the then current Interest Period applicable
to such Eurodollar Loan if such Lender may lawfully continue to maintain and fund such Loan as a
Eurodollar Loan to such day or (b) immediately if such Lender shall determine that it may not
lawfully continue to maintain and fund such Loan as a Eurodollar Loan to such day. If such
Lender’s Loans continue to remain outstanding as Substitute Rate Loans, interest and principal
thereon shall be payable on the same dates as, and on a pro rata basis with, the interest and
principal payable on the related Eurodollar Loans of the other Lenders.



Section 2.12. Break Funding Payments. If (a) any principal of any Eurodollar Loan is repaid on a day other
than the last day of an Interest Period applicable thereto (including as a result of an Event of
Default), (b) any Eurodollar Loan is converted on a day other than the last day of an Interest
Period applicable thereto, (c) the Borrower fails to borrow, convert, continue or prepay any Loan
on the date specified in any notice delivered pursuant hereto, (d) any Eurodollar Loan is assigned
on a day other than the last day of an Interest Period applicable thereto as a result of a request
by the Borrower pursuant to Section 2.16, or (e) any Loan is required to become an Substitute Rate
Loan (whether such conversion is pursuant to Sections 2.09, 2.11 or 2.15 or otherwise) on any day
other than the last day of an Interest Period applicable thereto, then the Borrower shall
compensate each Lender for its loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost and expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of interest that would have
accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate
that would have been applicable to such Loan, for the period from the date of such event to the end
of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have begun on the date of such failure), over (ii) the
amount of interest that would accrue on such principal amount for such period at the interest rate
which such Lender would bid were it to bid, at the beginning of such period, for Dollar deposits of
a comparable amount and period from other leading international banks in the Eurodollar market. A
certificate of any Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section shall be delivered to the
Borrower and shall be prima facie evidence of such amount(s). The Borrower shall pay such
Lender the amount shown as due on any such certificate within 10 Business Days after receipt
thereof.


 


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Section 2.13. Taxes. (a) For purposes of this Section 2.13, the following terms have the
following meanings:




(i) “Taxes” means any and all taxes, duties, levies, imposts, contributions,
deductions, charges or withholdings of any nature imposed by Mexico (or any political
subdivision thereof, or taxing authority therein), and any penalties, fines or interest
thereon (except as specified in Section 2.13(b) below), excluding, in the case of each
Lender and the Administrative Agent, taxes, duties, levies, imposts, deductions, charges
and withholdings imposed on (or measured by) its net income, and branch profits, franchise
or taxes imposed on it (other than “Other Taxes” due to a connection between such Lender
or the Administrative Agent and Mexico other than the participation in this Agreement.




(ii) “Other Taxes” means any and all documentary taxes and any other excise or
property taxes, or similar charges or levies, including any penalties, fines or interest
arising therefrom or with respect thereto (except as specified in Section 2.13(b) below)
imposed by Mexico, and which arise from any payment made pursuant to any Loan Document or
from the execution, delivery, registration or enforcement of, or otherwise with respect
to, any Loan Document (including any of the foregoing that are imposed or that arise in
the future).




(iii) “Qualified Jurisdiction” means any jurisdiction with which Mexico has entered
into a treaty for the avoidance of double taxation.



(b) Any and all payments by the Borrower to or for the account of any Lender Party hereunder
or under any Note shall be made without deduction or withholding for any Taxes or Other Taxes;
provided that, if the Borrower shall be required by law, rule or regulation to deduct or withhold
any Taxes or Other Taxes from any such payments,




(i) the sum payable shall be increased as necessary so that after making all required
deductions and withholdings (including deductions and withholding applicable to additional
sums payable under this Section 2.13) such Lender Party receives an amount equal to the
sum it would have received had no deductions or withholdings been made, provided, however,
that if such Lender Party fails to (1) use its reasonable commercial efforts to (A)
maintain registration with the Mexican Ministry of Finance and Public Credit as a foreign
financial institution for purposes of Article 195 of the Mexican Income Tax Law (Ley del
Impuesto sobre la Renta) or (B) maintain its residence for tax purposes or applicable
Lending Office in a jurisdiction that is a Qualified Jurisdiction (or, in the case of any
Lender Party that becomes a party to this Agreement after the date hereof, as of the date
such Lender Party becomes a party hereto) and to satisfy the requirements to be considered
a resident of such jurisdiction under, and to be entitled to the benefits of, the treaty
for the avoidance of double taxation entered into between Mexico and such jurisdiction or
(2) comply with any certification, identification, information,
documentation or other
reporting requirement concerning nationality, residence or identity of such Lender




 


24









 







Party if (x) such compliance is required or imposed by a statute, treaty, regulation or
administrative practice of general application in order to make any claim for reduction in
the rate of withholding or deduction of any such Taxes or Other Taxes, and (y) the
Borrower shall have notified each Lender Party, in writing, that it will be required to
provide such information or documentation at least thirty (30) days in advance of the date
when such information is to be provided, then the Borrower shall not be required to pay
any additional amounts or sums in respect of any Taxes or Other Taxes or portion thereof
that are deducted or withheld at a rate in excess of the greater of (x) 4.9% or (y) the
rate then applicable to a Lender that is a United States resident for tax purposes and is
fully eligible for benefits under the treaty for the avoidance of double taxation entered
into between Mexico and the United States, that would not have been deducted or withheld
but for such Lender Party’s failure to so perform the actions described in clause (1) or
clause (2) of this Section 2.13(b)(i).




(ii) the Borrower shall make such deductions withholdings;




(iii) the Borrower shall pay the full amount deducted or withheld to the relevant
taxation authority or other authority in accordance with applicable law;




(iv) the Borrower shall indemnify any Lender or the Administrative Agent for any
related penalties, fines or interest thereof, provided the penalties, fines or interest
are in respect of an amount of Tax or Other Taxes for which the Borrower is required to
pay additional amounts in accordance with this Section 2.13(b)(i); and




(v) the Borrower shall furnish to the Administrative Agent, at its address referred
to in Section 9.01, the original or a certified copy of a receipt or return evidencing
payment thereof (or other evidence of payment satisfactory to the Administrative Agent),
within thirty (30) Business Days after the date such payment is made, and the
Administrative Agent shall promptly forward a copy of such receipt to the relevant Lender.



(c) If a Lender pays any Taxes or Other Taxes that the Borrower is required to pay pursuant to
this Section 2.13, the Borrower agrees to indemnify each Lender Party for the full amount of Taxes
or Other Taxes paid by such Lender Party (as the case may be) and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto. This indemnification
shall be paid within 15 Business Days after such Lender Party makes demand therefor, with interest
thereon for each day from (and including) the 15th Business Day following delivery of such demand
to (but excluding) the date of such indemnification at a rate per annum equal to the Substitute
Rate for such day.



(d) If no Taxes or Other Taxes shall be payable in respect of any payment under this Agreement
or any Note, the Borrower will, upon the request of the Administrative Agent, furnish to the
Administrative Agent a certificate in form issued by the Mexican Tax Authorities, or a legal
opinion to that effect, to the Administrative Agent’s counsel, confirming that such payment is
exempt from or not subject to Taxes or Other Taxes.


 


25









 





(e) Each Lender Party (i) represents and warrants to the Borrower that, as of the date hereof
(or, in the case of a Lender Party that becomes a party to this Agreement after the date hereof, on
the date such Lender Party becomes a party hereto), (A) such Lender Party is registered with the
Mexican Ministry of Finance and Public Credit as a foreign financial institution for purposes of
Article 195 of the Mexican Income Tax Law (Ley del Impuesto sobre la Renta) and (B) the principal
corporate office of such Lender Party is located in a Qualified Jurisdiction and such Lender Party
satisfies the requirements to be considered a resident of such jurisdiction under, and to be
entitled to the benefits of, the treaty for the avoidance of double taxation entered into between
Mexico and such Qualified Jurisdiction, and (ii) will use its reasonable commercial efforts to (A)
maintain registration therewith for purposes of Article 195 of the Mexican Income Tax Law (Ley del
Impuesto sobre la Renta) and (B) maintain its principal corporate office in a jurisdiction which is
a Qualified Jurisdiction and to satisfy the requirements to be considered a resident of such
jurisdiction under, and to be entitled to the benefits of, the treaty for the avoidance of double
taxation entered into between Mexico and such Qualified Jurisdiction. If in the case of any such
Lender Party such registration is cancelled or not renewed upon expiration during the term of this
Agreement for reasons unambiguously attributable to any such Lender Party, or if any such Lender
Party or beneficial owner of any Note fails to provide, within thirty (30) days after the receipt
of a written request from the Borrower made pursuant to Section 2.13(b)(i)(2) above, information,
documentation or other evidence of such registration or renewal, or if such Lender Party fails to
use commercial reasonable efforts to maintain its tax residence in a jurisdiction with which Mexico
has entered into a treaty for the avoidance of double taxation or fails to satisfy the requirements
to be considered a resident of such jurisdiction for tax purposes under, or to be entitled to the
benefits of such treaty, the Borrower may prepay the then outstanding Loans of such Lender Party or
direct such Lender Party to assign, at a price that is no less than all then accrued and unpaid
interest and principal, the relevant Loans to an institution acceptable to the Administrative Agent
that is able to make the representations set forth in clause (i) of the first sentence of this
paragraph (e).



(f) If as a result of a Change of Law after the date hereof, the rate at which Taxes or Other
Taxes are imposed on payments made by the Borrower hereunder to any Lender Party increases above
the rate in effect on the date hereof (or, in the case of any Lender Party that becomes a party to
this Agreement after the date hereof, on the date such Lender Party becomes a party hereto), then
such Lender Party will take measures within its control to designate a different Lending Office (if
its Loan is affected by such Change of Law) if such designation will avoid the need for, or
minimize or reduce the amount of, payment of additional amounts otherwise payable by the Borrower
under paragraph (b) of this Section 2.13, and will not, in the sole opinion of such Lender Party,
be disadvantageous to such Lender Party. In the event that any such Lender Party does not so
designate a different Lending Office, the Borrower may prepay the Loan of such Lender Party or
direct such Lender Party to assign, at a price that is no less than all then accrued and unpaid
interest and principal, such Loan to an institution (which must be satisfactory to the
Administrative Agent) that is able to designate a Lending Office that will avoid the need for, or
minimize or reduce the amount of, additional amounts payable by the Borrower under paragraph (b) of
this Section 2.13.


 


26









 





Section 2.14. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The Borrower
shall make each payment required to be made by it under the Loan Documents (whether of principal,
interest or fees, or amounts payable under Section 2.10, 2.11 or 2.13 or otherwise) by the time expressly required under the relevant Loan Document for
such payment (or, if no such time is expressly required, before 12:00 noon, New York City time), on
the date when due, in immediately available funds, without set-off or counterclaim. Any amount
received after such time on any day may, in the discretion of the Administrative Agent, be deemed
to have been received on the next succeeding Business Day for purposes of calculating interest
thereon. All such payments shall be made to the Administrative Agent at the Administrative Agent’s
Account, except that payments pursuant to Sections 2.10, 2.11, 2.13 and Section 9.03 shall be made
directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be
made to the Persons specified therein. The Administrative Agent shall distribute any such payment
received by it for the account of any other Person to the appropriate recipient promptly after
receipt thereof. If any payment under any Loan Document shall be due on a day that is not a
Business Day, the date for payment will be extended to the next succeeding Business Day and, if
such payment accrues interest, interest thereon will be payable for the period of such extension.
All payments hereunder with respect to Loans shall be made in Dollars.



(b) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, interest and fees relating to the Loans then due
hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder with
respect to such Loans, ratably among the parties entitled thereto in accordance with the amounts of
interest and fees then due to such parties, and (ii) second, to pay principal of Loans then due
hereunder with respect to such Loans, ratably among the parties entitled thereto in accordance with
the amounts of principal then due to such parties.



(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans resulting in such
Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued
interest thereon than the proportion received by any other Lender with respect to such other
Lender’s Loans, then the Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Loans held by other Lenders to the extent necessary so that the
benefit of all such payments shall be shared by such Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective Loans; provided that (i)
if any such participations are purchased and all or any portion of the payment giving rise thereto
is recovered, such participations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest, and (ii) the provisions of this subsection shall not apply to
any payment obtained by a Lender as consideration for the assignment of or sale of a participation
in any of its Loans to any assignee or participant (other than to the Borrower or any Subsidiary or
Affiliate thereof). The Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with
respect to such participation as fully as if such Lender were a direct creditor of the Borrower in
the amount of such participation.


 


27









 





(d) Unless, before the date on which any payment is due to the Administrative Agent for the
account of one or more Lender Parties hereunder, the Administrative Agent receives from the
Borrower notice that the Borrower will not make such payment, the Administrative Agent may assume
that the Borrower has made such payment on such date in accordance herewith and may, in reliance on
such assumption, distribute to each
relevant Lender Party the amount due to it. In such event, if the Borrower has not in fact
made such payment, each Lender Party severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender Party with interest thereon, for each
day from and including the day such amount is distributed to it to but excluding the day it repays
the Administrative Agent at the greater of the Federal Funds Effective Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation.



(e) If any Lender fails to make any payment required to be made by it pursuant to Sections
2.03(b), Section 2.14(d) or Section 9.03(c), the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such
Sections until all such unsatisfied obligations are fully paid.



Section 2.15. Substitute Rate Loans Substituted for Affected Loans. If (a) the obligation
of any Lender to make or continue Loans at the Eurodollar Rate has been suspended pursuant to
Section 2.11 or (b) any Lender has demanded compensation under Section 2.10 with respect to its
Loans and the Borrower shall, by at least three Business Days’ prior notice to such Lender through
the Administrative Agent, have elected that the provisions of this Section shall apply to such
Lender, then, unless and until such Lender notifies the Borrower that the circumstances giving rise
to such suspension or demand for compensation no longer exist (which notice such Lender shall give
promptly upon making any such determination):




(i) all Loans which would otherwise be made or continued by such Lender at the
Eurodollar Rate shall instead be Substitute Rate Loans (on which interest and principal
shall be payable contemporaneously with the related Loans of the other Lenders); and




(ii) after each of its Loans bearing interest at the Eurodollar Rate has been repaid
(or converted to an Substitute Rate Loan), all payments of principal which would otherwise
be applied to repay such Loans shall be applied to repay its Substitute Rate Loans
instead.



If such Lender notifies the Borrower that the circumstances giving rise to such notice no longer
apply, the principal amount of each such Substitute Rate Loan shall again accrue interest at the
Eurodollar Rate on the first day of the next succeeding Interest Period applicable to the related
Loans of the other Lenders.



Section 2.16. Lender’s Obligation to Mitigate; Replacement of Lenders. (a) If any Lender
requests compensation under Section 2.10, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.13, then such Lender shall use reasonable efforts to designate a different Lending Office
for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.10 or
Section 2.13, as the case may be, in the future, (ii) would not subject such Lender to any
unreimbursed cost or expense and (iii) would not otherwise be disadvantageous to such Lender. The
Borrower shall pay all costs and expenses incurred by any Lender in connection with any such
designation or
assignment within ten Business Days of written notice thereof, specifying the same in
reasonable detail.


 


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(b) If (x) any Lender (A) requests compensation under Section 2.10, or (B) defaults in its
obligation to fund Loans hereunder, or (y) the Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13,
then the Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign, without recourse (in accordance with and
subject to the restrictions contained in Section 9.04), all its interests, rights and obligations
under this Agreement to an assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have
received the prior written consent of the Administrative Agent, which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans, accrued interest thereon and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and accrued interest) or
the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.10 or payments required to be made pursuant
to Section 2.13, such assignment will result in a reduction in such compensation or payments. A
Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver
by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment
cease to apply.



ARTICLE 3

Representations and Warranties




The Borrower represents and warrants to the Lender Parties that:



Section 3.01. Organization; Powers. Each Cablevisión Group Company is duly organized and
validly existing under the laws of the jurisdiction of its organization, has all requisite power
and authority to carry on its business as now conducted and, except where failures to do so, in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such qualification is
required.



Section 3.02. Authorization; Enforceability. (a) The Financing Transactions to be entered
into by the Borrower are within its corporate powers and have been duly authorized by all necessary
corporate and, if required, stockholder action. This Agreement has been duly executed and
delivered by the Borrower and constitutes, and each other Loan Document to which the Borrower is to
be a party, when executed and delivered by the Borrower, will constitute, a legal, valid and
binding obligation of the Borrower, in each case enforceable in accordance with its terms, subject
to applicable bankruptcy, insolvency, concurso mercantil, reorganization, moratorium and other laws
affecting creditors’ rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.


 


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(b) The Borrower and its Material Subsidiaries collectively possess all licenses, concessions,
permits, consents, approvals and other authorizations issued by, and have made all declarations and
filings with, the appropriate Governmental Authority,
that are necessary for the ownership or lease of their respective properties or the conduct of
their respective businesses (except where the failure to do so would not have a Material Adverse
Effect); and neither the Borrower nor any of its Material Subsidiaries has received notice of any
revocation, rescission, withdrawal, rescate proceedings, or modification of any such license,
concession, permit or authorization or has any reason to believe that any such license, concession,
permit or authorization will not be renewed in the ordinary course.



(c) This Agreement and the other Loan Documents are in proper legal form under the laws of
Mexico for the enforcement thereof against the Borrower under such law. All formalities required
in the Borrower’s jurisdiction of incorporation for the validity and enforceability of each of the
Loan Documents have been satisfied, and no Other Taxes are required to be paid and no notarization
is required for the validity and enforceability thereof; provided, that in the event any legal
proceedings are brought in the courts of Mexico, a Spanish translation of the documents required in
such proceedings, prepared by a court-approved translator, would have to be approved by such court
after the defendant had been given an opportunity to be heard with respect to the accuracy of the
translation, and proceedings would thereafter be based upon the translated documents.



Section 3.03. Governmental Approvals; No Conflicts. The Financing Transactions (i) do not
require the Borrower to obtain or make, as of the Effective Date, any consent or approval of,
registration or filing with, or other action by, any Governmental Authority, except such as have
been obtained or made and are in full force and effect, (ii) will not violate any law or regulation
applicable to the Borrower or the charter, by-laws or other organizational documents of any
Cablevisión Group Company or any order of any Governmental Authority, (iii) will not violate or
result in a default under any indenture, agreement or other instrument binding upon any Cablevisión
Group Company or any of its properties, or give rise to a right thereunder to require any
Cablevisión Group Company to make any payment (except for any of the foregoing in this clause (iii)
that would not reasonably be expected to have a Material Adverse Effect) and (iv) will not result
in the creation or imposition of any Lien on any property of any Cablevisión Group Company not
permitted to exist by this Agreement.



Section 3.04. Financial Statements; No Material Adverse Change. (a) The Borrower has
heretofore furnished to the Lenders (i) its consolidated balance sheet as of December 31, 2006 and
the related consolidated statements of income, stockholders’ equity and changes in financial
position for the Fiscal Year then ended, reported on by PricewaterhouseCoopers, independent public
accountants, and (ii) its consolidated balance sheet as of September 30, 2007 and the related
consolidated statements of income showing year-to-date results, all certified by its chief
financial officer. Such financial statements present fairly, in all material respects, the
financial position of the Borrower and its consolidated Subsidiaries as of such dates and their
results of operations and cash flows for such periods in accordance with GAAP, subject to normal
year end adjustments and the absence of footnotes in the case of the statements referred to in
clause (ii) above.



(b) The consolidated forecasted balance sheet, statements of income and cash flows of the
Borrower and its consolidated Subsidiaries delivered to the Lenders were prepared in good faith on
the basis of the assumptions stated therein, which assumptions were fair in light of the conditions
existing at the time of delivery of such forecasts, and represented, at the time of delivery, the
Borrower’s reasonable estimate of its future financial condition and performance.


 


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(c) None of the Cablevisión Group Companies has, as of the Effective Date, any material
contingent liabilities or material, unusual long-term commitments, except as disclosed in the
financial statements referred to in Section 3.04(a) or the notes thereto and except for the
Disclosed Matters.



(d) Since December 31, 2006, there has been no material adverse change in the business
operations, property, condition (financial or otherwise) or prospects of the Borrower and its
Material Subsidiaries, taken as a whole.



Section 3.05. Properties. (a) Each Cablevisión Group Company has good title to, or valid
leasehold interests in, all real and personal property material to its business, except for defects
in title that do not interfere in any material respect with its ability to conduct its business as
currently conducted or to utilize such properties for their intended purposes, and free of all
Liens other than those permitted by Section 6.02.



(b) Each Cablevisión Group Company owns, or is licensed to use, all trademarks, tradenames,
copyrights, patents and other intellectual property material to its business, and the use thereof
by the Cablevisión Group Companies does not infringe upon the rights of any other Person, except
for infringements that, in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect.



Section 3.06. Litigation and Environmental Matters. (a) Except for the Disclosed Matters,
there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority
pending against or, to the knowledge of the Borrower, threatened against or affecting any
Cablevisión Group Company (i) as to which there is a reasonable possibility of adverse
determinations that, in the aggregate, could reasonably be expected to result in a Material Adverse
Effect or (ii) that involve any of the Loan Documents or the Financing Transactions.



(b) Except for the Disclosed Matters and except for other matters that, in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect, no Cablevisión Group
Company (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with
any permit, license or other approval required under any Environmental Law, (ii) is subject to any
Environmental Liability or (iii) has received notice of any claim with respect to any Environmental
Liability.



Section 3.07. Compliance with Laws and Agreements. (a) Each Cablevisión Group Company is
in compliance with all laws, regulations and orders of any Governmental Authority applicable to it
or its property and all indentures, agreements and other instruments binding on it or its property,
except where failures to do so, in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect. No Default has occurred and is continuing.



(b) Each of the Borrower and its Material Subsidiaries complies with Mexican labor laws in all
material respects. Except to the extent the following could not (either separately or in the
aggregate) reasonably be expected to result in a Material Adverse Effect, there is (a) no illegal
labor practice complaint pending or, to the knowledge of the Borrower, threatened against the
Borrower or any of its Material Subsidiaries, and no grievance or arbitration proceeding arising
out of or under collective bargaining agreements is pending or, to the Borrower’s knowledge,
threatened against the Borrower or any of its Material Subsidiaries,
and (b) no strike, material
labor dispute, slowdown, stoppage or other material labor disturbance pending or, to the knowledge of the Borrower,
threatened against the Borrower or any of its Material Subsidiaries; there is no complaint pending
or, to the Borrower’s knowledge, threatened against the Borrower or any of its Material
Subsidiaries alleging violation of any Mexican national, departmental, state, local or foreign law
applicable to the Borrower and its Material Subsidiaries relating to discrimination in the hiring,
promotion or pay of employees; and to the Borrower’s knowledge, there are no other conflicts
between the Borrower or any of its Material Subsidiaries and any of their respective employees.



 


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Section 3.08. Investment Company Status; Regulatory Restrictions on Borrowing. The Borrower
is not required to register as an “investment company” under the U.S. Investment Company Act of
1940. The Borrower is not subject to regulation under any law, treaty, rule or regulation or
determination of an arbitrator or court or other Governmental Authority (other than Regulations T,
U and X of the Federal Reserve Board) which limits its ability to incur any Debt under this
Agreement or any Note.



Section 3.09. Federal Reserve Regulations. (a) Neither the Borrower nor any of its Material
Subsidiaries is engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying Margin Stock.



(b) No part of the proceeds of any Loan will be used, whether directly or indirectly, and
whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or
that is inconsistent with, the provisions of Regulations T, U and X of the Federal Reserve Board.



Section 3.10. Taxes. (a) There is no income, stamp or other similar tax, levy, assessment,
impost, deduction, charge or withholding imposed by Mexico (or any municipality or other political
subdivision or taxing authority thereof or therein that exercises power to impose such tax, levy,
assessment, impost, deduction, charge or withholding) either (i) on or by virtue of the execution
or delivery by the Borrower of the Loan Documents or (ii) on any payment to be made by the Borrower
pursuant to the Loan Documents, other than any such tax, levy, assessment, impost, deduction,
charge or withholding imposed on any Person as a result of such Person being a resident of Mexico
for tax purposes or by virtue of its having a permanent establishment for tax purposes in Mexico to
which income under the Loan Documents is attributable, except for withholding tax on payments of
interest and fees deemed to be interest to Lenders that are not residents of Mexico for tax
purposes and to the Administrative Agent.



(b) The Borrower and each Material Subsidiary thereof has filed all foreign federal, state and
local tax returns required to be filed or has requested extensions thereof and paid all taxes and
tax like obligations (including social security, workers’ housing fund and retirement fund
obligations) required to be paid by it and any other assessment, fine, or penalty levied against it
and any other assessment, fine or penalty levied against it, to the extent any of the foregoing is
due and payable, except for (i) such taxes as are being contested in good faith by appropriate
proceedings and for which the Borrower or Material Subsidiary, as applicable, has set aside on its
books adequate reserves or (ii) such failure to file or to pay as would not have a Material Adverse
Effect.


 


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Section 3.11. Disclosure. None of the reports, financial statements, certificates or other
information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in
connection with the negotiation of this Agreement or any other
Loan Document or delivered hereunder or thereunder (as modified or supplemented by other
information so furnished) contains any untrue statement of a material fact or omits to state any
material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not materially misleading; provided that, with respect to projected financial
information, (i) the Borrower represents only that such information was prepared in good faith
based on assumptions believed to be reasonable at the time and (ii) it is understood that such
projected financial information shall not be viewed as facts and that actual results may differ
significantly from the projected results and such differences may be material.



Section 3.12. Subsidiaries. Schedule 3.12 sets forth the name of, and the ownership
interest of the Borrower in, each of its Material Subsidiaries, in each case as of the Effective
Date. All the Borrower’s Subsidiaries are fully consolidated in its consolidated financial
statements.



Section 3.13. Solvency. Immediately after the Financing Transactions to occur on the
Effective Date are consummated and after giving effect to the application of the proceeds of each
Loan made on the Drawdown Date, (a) the fair value of the assets of the Borrower, at a fair
valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the
present fair saleable value of the property of the Borrower will exceed the amount that will be
required to pay the probable liability of its debts and other liabilities, subordinated, contingent
or otherwise, as such debts and other liabilities become absolute and matured; (c) the Borrower
will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts
and liabilities become absolute and matured; (d) the Borrower will not have unreasonably small
capital with which to conduct the business in which it is engaged as such business is now conducted
and proposed to be conducted after the Effective Date; and (e) the Borrower will not satisfy any of
the requirements to be placed in consurso mercantil under the Ley de Concursos Mercantiles.



Section 3.14. Rank of Debt. The obligations of the Borrower under the Loan Documents to pay
any and all amounts due thereunder constitute direct, senior, unsecured, unsubordinated obligations
of the Borrower and rank at least pari passu in right of payment with all other present or future
direct, senior, unsecured, unsubordinated indebtedness for borrowed money of the Borrower.



Section 3.15. No Immunity. Neither the Borrower nor any of its property has any immunity
from the jurisdiction of any court or from any legal process (whether through service or notice,
attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the
laws of Mexico in respect of its obligations under the Loan Documents.


 


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ARTICLE 4

Conditions




Section 4.01. Conditions. The obligations of the Lenders to make Loans hereunder on the
Drawdown Date is subject to each of the following conditions:



(a) The Administrative Agent (or its counsel) shall have received from each party hereto,
either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence
satisfactory to the Administrative Agent (which may include telecopy or PDF transmission of a
signed signature page) that such party has signed a counterpart of this Agreement.



(b) The Administrative Agent shall have received a favorable written opinion (addressed to the
Administrative Agent and the Lenders and dated the Effective Date) of each of (i) Cleary Gottlieb
Steen & Hamilton LLP, special New York counsel for the Borrower, substantially in the form of
Exhibit B-1 and (ii) Mijares, Angoitia, Cortés y Fuentes, S.C., Mexican counsel for the Borrower,
substantially in the form of Exhibit B-2 The Borrower requests such counsel to deliver such
opinions.



(c) The Administrative Agent shall have received a favorable opinion (addressed to the
Administrative Agent and the Lenders and dated the Effective Date) of each of (i) Davis Polk &
Wardwell, special New York counsel for the Administrative Agent and (ii) Ritch Mueller, S.C.,
special Mexican counsel for the Administrative Agent, substantially in the form of Exhibits B-3 and
B-4, respectively.



(d) The Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to (i) the organization and
existence of the Borrower, (ii) the authorization of the Financing Transactions and (iii) any other
legal matters relating to the Borrower, the Loan Documents or the Financing Transactions, all in
form and substance satisfactory to the Administrative Agent and its counsel, including (x) the
estatutos sociales in effect for the Borrower, certified by a notary public as to authenticity and
by a Borrower’s officer as to effectiveness, and (y) powers-of-attorney for officers of the
Borrower, certified by a notary public as to authenticity and by a Borrower’s officer as to
effectiveness, with authority for acts of administration and issuance of negotiable instruments.



(e) The Administrative Agent shall have received (i) a copy of a letter from CT Corporation
Systems accepting its appointment as the Process Agent pursuant to Section 9.10 hereof, on behalf
of the Borrower, and (ii) a special irrevocable power of attorney granted by the Borrower to CT
Corporation Systems appointing it as the Process Agent, duly notarized by a Mexican notary public,
as required under Mexican law.



(f) The representations and warranties of the Borrower set forth in the Loan Documents shall
be true on and as of the date of such Borrowing, both before and immediately after giving effect
thereto.



(g) Immediately after giving effect to such Borrowing no Default shall have occurred and be
continuing.



(h) The Lenders shall have received:




(i) (A) audited consolidated financial statements of the Borrower for the fiscal
years ended on December 31, 2004, 2005 and 2006 and (B) unaudited consolidated financial
statements of the Borrower for the Fiscal Quarter ended on September 30, 2007 and
unaudited consolidated financial statements for the same periods of the prior fiscal year;
and


 


34









 






(ii) projections for the Cablevisión Group Companies beginning in 2007 through 2012,
in form and with detail and supporting information reasonably satisfactory to the
Arranger.



(i) There shall not have occurred or become known to the Administrative Agent or the Lead
Arranger any event, development or circumstance that has had or could reasonably be expected to
have a Material Adverse Effect, since the Effective Date.



(j) There shall not have occurred, in each case after the date hereof, (i) any material
adverse change in Mexican political or economic conditions, including without limitation any
imposition of exchange or currency controls or declaration of moratorium or (ii) any material
disruption of or material adverse change in conditions in the United States, Mexican or
international financial, banking or capital markets that in the case of (i) or (ii), in the
Arranger’s judgment, could materially impair the syndication of the Loans under this Agreement.



(k) Neither the Administrative Agent nor the Lead Arranger shall have become aware of any
information or other matter (including any matter relating to financial models and underlying
assumptions relating to the projections) affecting any of the Cablevisión Group Companies that in
the Administrative Agent’s or the Lead Arranger’s judgment is inconsistent in a material and
adverse manner with any such information or other matter disclosed to the Administrative Agent or
the Lead Arranger prior to the date hereof or could reasonably be expected to materially impair the
syndication of the Loans under this Agreement.



(l) All consents and approvals required to be obtained from any Governmental Authority or
other Person in connection with the execution, delivery and performance by the Borrower of its
obligations under the Loan Documents shall have been obtained.



(m) The Borrower shall have paid all fees and other amounts due and payable to the Lender
Parties on or before the Effective Date, including, to the extent invoiced, all out-of-pocket
expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid
by the Borrower under the Loan Documents.



(n) The Administrative Agent shall have received for the account of each Lender an executed
Note dated the Drawdown Date complying with the provisions of Section 2.05(e).



(o) The Administrative Agent shall have received a certificate of a Financial Officer of the
Borrower attesting to the solvency of the Borrower, in form and substance reasonably satisfactory
to the Administrative Agent, but in any event prepared after giving effect to the Financing
Transactions to occur on the Drawdown Date, and setting forth the aggregate outstanding Debt of the
Borrower.



(p) The Administrative Agent shall have received a certificate, dated the Effective Date and
signed by a Financial Officer of the Borrower as to the compliance with items (g), (h) and (m).



Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on December 26, 2007 (and
in the event such conditions are not so satisfied or waived, the Commitments to make Loans shall
terminate at such time).


 


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ARTICLE 5

Affirmative Covenants




Until all the Commitments have expired or terminated and the principal of and interest on each
Loan have been paid in full, the Borrower covenants and agrees with the Lenders that:



Section 5.01. Financial Statements and Other Information. The Borrower will furnish to the
Administrative Agent (which will promptly forward to each Lender):



(a) within 120 days after the end of each Fiscal Year, its audited consolidated balance sheet
as of the end of such Fiscal Year and the related statements of income, stockholders’ equity and
changes in financial position (or cash flows) for such Fiscal Year, setting forth in each case in
comparative form the figures for the previous Fiscal Year, all reported on by independent public
accountants of recognized national standing in Mexico (without any qualification or exception as to
the scope of such audit) as presenting fairly in all material respects the financial position,
results of operations and changes in financial position (or cash flows) of the Borrower and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP;



(b) within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal
Year, its unaudited consolidated balance sheet as of the end of such Fiscal Quarter and the related
statement of income for such Fiscal Quarter and for the then elapsed portion of such Fiscal Year,
setting forth in each case in comparative form the figures for the corresponding period or periods
of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified
by a Financial Officer as presenting fairly in all material respects the financial position and
results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in
accordance with GAAP, subject to normal year-end adjustments and the absence of footnotes;



(c) concurrently with each delivery of financial statements under clauses (a) or (b) above, a
certificate of a Financial Officer (a “Compliance Certificate”) (i) certifying as to whether a
Default has occurred and, if a Default has occurred, specifying the details thereof and any action
taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed
calculations demonstrating compliance with Sections 6.13 and 6.14 and (iii) stating whether any
change in GAAP or in the application thereof has occurred since the date of the Borrower’s most
recent audited financial statements referred to in Section 3.04 or delivered pursuant to this
Section and, if any such change has occurred, specifying the effect of such change on the financial
statements accompanying such certificate;



(d) concurrently with each delivery of financial statements under clause (a) above, a
certificate of the accounting firm that reported on such financial statements stating whether
during the course of their examination of such financial statements they
obtained knowledge of any Default (which certificate may be limited to the extent required by
accounting rules or guidelines); and


 


36









 





(e) promptly following any request therefor, such other information regarding the operations,
business affairs and financial condition (including a projected consolidated balance sheet and
related statements of projected operations and cash flows and setting forth the assumptions used in
the preparation thereof; provided, that in no event shall the Borrower be obligated to
provide such projections more frequently than once per Fiscal Year) of the Cablevisión Group
Companies on a consolidated basis, as the Administrative Agent may reasonably request.



Section 5.02. Notice of Material Events. The Borrower will furnish to the Administrative
Agent prompt written notice of the following (and, in any event, within five Business Days after
any Financial Officer obtains knowledge thereof):



(a) the occurrence of any Default;



(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator
or Governmental Authority against or affecting any Cablevisión Group Company that if adversely
determined, could reasonably be expected to result in a Material Adverse Effect; and



(c) any other event that results in, or that any Financial Officer determines in good faith
could reasonably be expected to result in, a Material Adverse Effect.



Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer
of the Borrower setting forth the details of the event or development requiring such notice and any
action taken or proposed to be taken with respect thereto.



Section 5.03. Existence; Conduct of Business. The Borrower, together with its Material
Subsidiaries, considered as a whole, will continue to engage primarily in the business of providing
cable, internet and/or telecommunication services in Mexico and in activities reasonably related,
ancillary or complementary thereto. Each Cablevisión Group Company will do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal existence and the
rights, licenses, concessions, permits, consents, approvals, other authorizations, privileges,
franchises, patents, copyrights, trademarks and trade names material to the conduct of its
business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution expressly permitted under Section 6.03.



Section 5.04. Payment of Tax Obligations. Each Cablevisión Group Company will pay its
material tax liabilities and material tax-like obligations (including obligations under the Ley del
Seguro Social, the Ley del Instituto del Fondo Nacional de la Vivienda para los Trabajadores and
the Ley de los Sistemas de Ahorro para el Retiro and all laws and regulations related to the
foregoing) before the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings and (b) the relevant
Cablevisión Group Company has set aside on its books adequate reserves with respect thereto in
accordance with GAAP.


 


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Section 5.05. Maintenance of Properties. Each Cablevisión Group Company will maintain all
property material to the conduct of its business in good working order and condition, ordinary wear
and tear excepted.



Section 5.06. Insurance. The Borrower will maintain and will cause each of its Material
Subsidiaries to maintain with financially sound and reputable insurance companies, insurance in at
least such amounts, against at least such risks and with such risk retention as are customarily
maintained by companies engaged in the same or similar businesses operating in the same or similar
locations.



Section 5.07. Proper Records; Rights to Inspect and Appraise. Each Cablevisión Group
Company will keep proper books of record and account in which complete and correct entries are made
of all transactions relating to its business and activities. Each Cablevisión Group Company will
permit any representatives designated by the Administrative Agent or any Lender, upon reasonable
prior notice during normal business hours, (i) to visit and inspect its properties, to examine and
make extracts from its books and records and (ii) to discuss its affairs, finances and condition
with its officers and independent accountants, all as may be reasonably necessary, as determined by
the Administrative Agent or any Lender, to ensure compliance by the Borrower of its obligations
hereunder; provided that unless an Event of Default shall be continuing, no Lender shall conduct
the activities referred to in clause (i) above more than once in any calendar year.



Section 5.08. Compliance with Laws. Each Cablevisión Group Company will comply with all
laws, rules, regulations and orders of any Governmental Authority (including Environmental Laws)
applicable to it or its property, except where failures to do so, in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.



Section 5.09. Use of Proceeds. The Borrower shall use the proceeds of the Loans for general
corporate purposes, which may include (i) to fund or refinance the Bestel Acquisition and (ii) to
pay fees and expenses incurred in connection with the Financing Transactions. No part of the
proceeds of any Loan will be used, directly or indirectly, for any purpose that entails a violation
of any of the Regulations of the Federal Reserve Board, including Regulations T, U and X.



Section 5.10. Currency Hedging. The Borrower will, within the earlier of (a) one year after
the Effective Date and (b) forty-five days after the Leverage Ratio exceeds 2.50:1 at any time
after the Effective Date, enter into, and maintain at all times thereafter, currency Hedging
Agreements with respect to Debt of the Borrower denominated in a currency other than Pesos
(excluding the Letseb Note), and limiting the exchange rate exposure of the Borrower between Pesos
and such other currency for at least five years (“Qualifying Hedges”), such that after giving
effect thereto and at all times thereafter, an amount of Debt of the Borrower and its Material
Subsidiaries equal to (a) 100% of the aggregate outstanding principal amount of the Loans plus (b)
50% of the aggregate outstanding principal amount of all other Debt for borrowed money of the
Borrower and its Material Subsidiaries (determined on a consolidated basis), is either (a)
denominated in Pesos or (b) subject to Qualifying Hedges.


 


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ARTICLE 6

Negative Covenants




Until all the Commitments have expired or terminated and the principal of and interest on each
Loan have been paid in full, the Borrower covenants and agrees with the Lenders that:



Section 6.01. Debt. The Borrower will not, and will not permit any of its Material
Subsidiaries to, create, incur, assume any Debt, except:




(i) Debt created under the Loan Documents;




(ii) Qualifying Hedges and Hedging Agreements of the Borrower otherwise permitted
under Section 6.07;




(iii) Debt existing on the date hereof and listed in Schedule 6.01 and any Permitted
Refinancings thereof;




(iv) Debt of the Borrower to any Subsidiary and Debt of any Material Subsidiary to
the Borrower or any other Subsidiary; provided, that loans, advances or other
Investments made by the Borrower or any Material Subsidiary to or in any other Subsidiary
shall be subject to Section 6.04;




(v) Debt of the Borrower incurred to finance the acquisition, construction or
improvement of any assets, including Capital Lease Obligations and any Debt assumed in
connection with the acquisition of any such assets or secured by a Lien on any such assets
before the acquisition thereof, and any Permitted Refinancing thereof; provided that (A)
such Debt is incurred before or within 90 days after such acquisition or the completion of
such construction or improvement and (B) the aggregate principal amount of Debt permitted
by this clause (including Permitted Refinancings thereof) shall not exceed $20,000,000 at
any time outstanding;




(vi) Debt of any Person that becomes a Material Subsidiary after the date hereof and
Permitted Refinancings thereof; provided that (A) such Debt exists at the time such Person
becomes a Material Subsidiary and is not created in contemplation of or in connection with
such Person becoming a Material Subsidiary and (B) the aggregate principal amount of Debt
permitted by this clause (including Permitted Refinancings thereof) shall not exceed
$20,000,000 at any time outstanding;




(vii) Debt incurred by the Borrower or any of its Material Subsidiaries in respect of
letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar
instruments issued or created in the ordinary course of business or consistent with past
practice, including in respect of workers compensation claims, health, disability or other
employee benefits;




(viii) obligations in respect of performance, bid, appeal and surety bonds and
performance and completion guarantees and similar obligations provided by the Borrower or
any of the Material Subsidiaries or obligations in respect of letters of credit, bank
guarantees or similar instruments related thereto,
in each case in the ordinary course of business or consistent with past practice; and


 


39









 






(ix) any Guarantee by the Borrower of Debt of a Material Subsidiary permitted under
any of the preceding clauses of this Section 6.01;




(x) Debt of the Borrower of the type referred to in the definition of Total Debt;
provided that immediately after giving effect to such incurrence the Leverage Ratio (with
Total Debt determined for this purpose on the date of and immediately after giving effect
to the incurrence of such Debt) shall not exceed 4.0:1; and




(xi) Debt of the Borrower not permitted under any of the preceding clauses of this
Section 6.01; provided that the aggregate principal amount of Debt permitted by this
clause shall not exceed $20,000,000 at any time outstanding.



provided that immediately after giving effect to any incurrence of Debt under clauses (x) or (xi)
above, no Event of Default shall have occurred and then be continuing.



Section 6.02. Liens. Neither the Borrower nor any Material Subsidiary will create or permit
to exist any Lien on any property now owned or hereafter acquired by it, or assign or sell any
income or revenues (including accounts receivable) or rights in respect of any thereof, except:




(i) Permitted Liens;




(ii) any Lien on any property of the Borrower or any Material Subsidiary existing on
the date hereof and listed in Schedule 6.02; provided that (A) such Lien shall not apply
to any other property of the Borrower or any Material Subsidiary and (B) such Lien shall
secure only those obligations which it secures on the date hereof and extensions, renewals
and replacements thereof that do not increase the outstanding principal amount thereof;




(iii) any Lien existing on any property before the acquisition thereof by the
Borrower or any Material Subsidiary or existing on any property of any Person that becomes
a Material Subsidiary after the date hereof before the time such Person becomes a Material
Subsidiary; provided that (A) such Lien is not created in contemplation of or in
connection with such acquisition or such Person becoming a Material Subsidiary, as the
case may be, (B) such Lien will not apply to any other property of the Borrower or any
Material Subsidiary and (C) such Lien will secure only those obligations which it secures
on the date of such acquisition or the date such Person becomes a Material Subsidiary, as
the case may be, and extensions, renewals and replacements thereof that do not increase
the outstanding principal amount thereof; and




(iv) Liens on assets acquired, constructed or improved by the Borrower or any
Material Subsidiary; provided that (A) the Debt secured by such liens is permitted by
Section 6.01(v), (B) such Liens are incurred before or within 90 days after such
acquisition or the completion of such construction or improvement, (C) such Liens will not
apply to any other property of the Borrower or any Material Subsidiary and (D) the
aggregate principal amount of
all obligations outstanding at any date secured by Liens permitted by this clause
(iv) does not at any time exceed $20,000,000.


 


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Section 6.03. Fundamental Changes. No Cablevisión Group Company will merge into or
consolidate with any other Person, or liquidate or dissolve, or permit any other Person to merge
into or consolidate with it, except that, if at the time thereof and immediately after giving
effect thereto no Default shall have occurred and be continuing, (i) any Subsidiary may merge into
the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any
Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a
Subsidiary and (iii) any Subsidiary may liquidate or dissolve if the Borrower determines in good
faith that such liquidation or dissolution is in the best interests of the Borrower and is not
materially disadvantageous to the Lenders.



Section 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. Neither the
Borrower nor any Material Subsidiary will purchase, hold or acquire (including pursuant to any
merger with any Person that was not a wholly owned Subsidiary before such merger) any Equity
Interest in or evidence of indebtedness or other security (including any option, warrant or other
right to acquire any of the foregoing) of, make any loan or advance to, Guarantee any obligation
of, or make any investment or other interest in, any other Person, or purchase or otherwise acquire
(in one transaction or a series of transactions) any assets of any other Person constituting a
business unit (but excluding any plant, property or equipment acquired directly by such Person and
not through the acquisition of Equity Interests of another Person holding such assets or a assets
constituting a business unit of such other Person) (each of the foregoing, an “Investment”),
except:



(a) the Bestel Acquisition;



(b) Permitted Investments;



(c) Investments existing on the date hereof and listed on Schedule 6.04; and



(d) Investments by (i) the Borrower in its Material Subsidiaries and (ii) one Material
Subsidiary in another Material Subsidiary or the Borrower;



(e) Investments by the Borrower or its Material Subsidiaries in Subsidiaries other than
Material Subsidiaries; provided that the aggregate amount of all Investments by the
Borrower or its Material Subsidiaries in or to such Subsidiaries under this clause (e) (including
without limitation, loans and advances by the Borrower or its Material Subsidiaries to, and
Guarantees by the Borrower or its Material Subsidiaries of Debt of, such Subsidiaries), including
any such Investments existing on the Effective Date, shall not exceed $20,000,000 in the aggregate;



(f) Guarantees constituting Debt permitted by Section 6.01; and


 


41









 





(g) Investments by the Borrower and/or its Material Subsidiaries, directly or indirectly, in
any Person (excluding (i) any Subsidiary that is not a Material Subsidiary and (ii) any Equity
Related Person) engaged primarily in the business of providing cable, internet and/or
telecommunication services, so long as (x) immediately prior to any such Investment, no Default
shall have occurred and be continuing, and (y) the Borrower is in
compliance with both Section 6.13 (determined for this purpose immediately after giving effect
to such Investment and the incurrence of any Debt in connection therewith) and Section 6.14,
provided that nothing contained in this clause (g) shall be construed to limit Investments by the
Borrower and/or its Material Subsidiaries in (1) Subsidiaries that thereby become Material
Subsidiaries to the extent provided under clause (d) of this Section 6.04 or (2) Subsidiaries other
than Material Subsidiaries to the extent permitted under clause (e) of this Section 6.04.



Section 6.05. Asset Sales. Neither the Borrower nor any Material Subsidiary will sell,
transfer, lease or otherwise dispose of any property, including any Equity Interest owned by it,
except:



(a) sales transfers, leases or other dispositions of inventory (for the avoidance of doubt,
including set-top boxes), obsolete, worn-out or surplus equipment and Permitted Investments in the
ordinary course of business;



(b) sales, leases, transfers and other dispositions to the Borrower or a Material Subsidiary;
provided that any such sales, transfers or dispositions shall comply with Section 6.09; and



(c) sales, leases, transfers and other dispositions of assets (except Equity Interests in a
Subsidiary) that are not permitted by any other clause of this Section; provided that the aggregate
fair market value of all assets sold, transferred or otherwise disposed of in reliance on this
clause shall not exceed $50,000,000 during any Fiscal Year;



provided that all sales, transfers, leases and other dispositions permitted by clauses (b) or (c)
of this Section shall be made for fair value and, in the case of clause (c) above, for at least 90%
cash consideration.



Section 6.06. Sale and Leaseback Transactions. Neither the Borrower nor any Material
Subsidiary will enter into any arrangement, directly or indirectly, whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether now owned or
hereafter acquired, and thereafter rent or lease such property or other property that it intends to
use for substantially the same purpose or purposes as the property sold or transferred, unless (i)
any such sale of any asset is made for cash consideration in an amount not less than the cost of
such asset and is consummated within 90 days after such Cablevisión Group Company acquires or
completes the construction of such asset and (ii) the aggregate consideration of all such
transactions shall not exceed $15,000,000.



Section 6.07. Hedging Agreements. Neither the Borrower nor any Material Subsidiary will
enter into any Hedging Agreement, except (a) Hedging Agreements required by Section 5.10 and (b)
Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to
which a Cablevisión Group Company is exposed in the conduct of its business or the management of
its liabilities.



 


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Section 6.08. Restricted Payments. (a) No Cablevisión Group Company will declare or make,
or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation
(contingent or otherwise) to do so other than (i) Restricted Payments made by any Wholly Owned
Subsidiary with respect to its capital stock and (ii)
other Restricted Payments, provided that at the time of and after giving effect to any
Restricted Payment made pursuant to this clause (ii):



(A) no Default has occurred and is continuing, and




(B) the aggregate amount expended for all Restricted Payments pursuant to this clause
(ii) after the Effective Date would not exceed the aggregate amount of Consolidated Net
Income, determined on a cumulative basis for the period beginning with the Fiscal Quarter
of the Borrower ended September 30, 2007 and ending on the last day of the Borrower’s most
recently completed Fiscal Quarter for which financial statements have been provided (or if
not timely provided, required to be provided) pursuant to Section 5.01.



(b) Not later than the date of making any Restricted Payment (other than those Restricted
Payments referred to in paragraph (a)(i) above), the Borrower will deliver to the Administrative
Agent an officers’ certificate stating that the Restricted Payment is permitted and setting forth
the basis upon which the calculations required by the covenant were calculated.



Section 6.09. Transactions with Affiliates. From and after the Effective Date, no
Cablevisión Group Company will sell, lease or otherwise transfer any property to, or purchase,
lease or otherwise acquire any property from, or otherwise engage in any other transaction with,
any of its Affiliates, other than another Cablevisión Group Company in the ordinary course of
business, the Televisa Subordinated Debt, the Operbes Loan and receipt of capital contributions,
except (a) transactions in the ordinary course of business that are at prices and on terms and
conditions not less favorable to such Cablevisión Group Company than could be obtained on an
arm’s-length basis from unrelated third parties and (b) any Restricted Payment permitted by Section
6.08. It is understood that, without limitation of the definition of “Affiliate”, direct or
indirect holders of 10% or more of the capital stock of the Borrower on the date hereof shall be
deemed to be Affiliates of the Borrower and its Material Subsidiaries for purposes of this Section
6.09.



Section 6.10. Restrictive Agreements. No Cablevisión Group Company will, directly or
indirectly, enter into or permit to exist any agreement or other arrangement that prohibits,
restricts or imposes any condition on the ability of any Subsidiary to pay dividends or other
distributions with respect to any shares of its capital stock or to make or repay loans or advances
to the Borrower or any other Subsidiary or to Guarantee Debt of the Borrower or any other
Subsidiary; provided that the foregoing shall not apply to (i) restrictions and conditions imposed
by law or by any Loan Document, (ii) restrictions and conditions existing on the date hereof and
identified on Schedule 6.10 (but shall apply to any amendment or modification expanding the scope
of any such restriction or condition), (iii) customary restrictions and conditions contained in
agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions
and conditions apply only to the Subsidiary that is to be sold and such sale is permitted
hereunder, (iv) any restrictions and conditions contained in agreements of any Person that becomes
a Subsidiary after the date hereof, provided that such agreements were not entered into in
contemplation of such Person’s becoming a Subsidiary at the time such Person entered into by any
Subsidiary of the Borrower acquired by the Borrower after the Effective Date, (v) restrictions and
conditions imposed by any agreement relating to secured Debt permitted by this Agreement if such
restrictions or conditions apply only to the property
securing such Debt and (vi) customary provisions in leases restricting the assignment or
subletting thereof.


 


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Section 6.11. Amendment of Material Documents. No Cablevisión Group Company will amend,
modify or waive any of its rights under its constitutional or organizational documents (including
its estatutos sociales, by-laws or other organizational documents) in a manner that could
reasonably be expected to have a Material Adverse Effect.



Section 6.12. Capital Expenditures. (a) The Borrower will not permit the aggregate amount
of Capital Expenditures made by the Borrower and its Subsidiaries in any Fiscal Year referred to
below to exceed the amount set forth below opposite such Fiscal Year:



	 	 	 	 	 
	Fiscal Year	 	Amount	 
	 
	 	 	 	 
	2008
	 	$	100,000,000	 
	2009
	 	$	100,000,000	 
	2010
	 	$	100,000,000	 
	2011
	 	$	100,000,000	 
	2012
	 	$	100,000,000	 






(b) Any amount permitted to be expended in any Fiscal Year pursuant to clause (a) of this
Section 6.12, if not so expended in the Fiscal Year for which it is permitted, (i) may be carried
over for expenditure in the next succeeding Fiscal Year only and (ii) Capital Expenditures shall be
deemed made, first, in respect of amounts carried over from the prior Fiscal Year pursuant
to the foregoing clause (i) and, second, in respect of amounts permitted for such Fiscal
Year as provided above.



Section 6.13. Interest Expense Coverage Ratio. The Borrower will not permit the ratio,
determined as of the last day of any Fiscal Quarter, of (a) Consolidated EBITDA to (b) Consolidated
Interest Expense, in each case for any period of four consecutive Fiscal Quarters, to be less than
2.25 to 1.00.



Section 6.14. Leverage Ratio. The Borrower will not permit the Leverage Ratio determined as
of the last day of any Fiscal Quarter to exceed 4.00 to 1.00.



Section 6.15. Fiscal Year. The Borrower shall not change its fiscal year end to a date
other than December 31.



 


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ARTICLE 7

Events of Default




Section 7.01. Events Of Default. If any of the following events (“Events of Default”) shall
occur:



(a) the Borrower shall fail to pay any principal of any Loan when the same shall become due,
whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;



(b) the Borrower shall fail to pay when due any interest on any Loan or any other amount
(except an amount referred to in clause (a) above) payable under any Loan Document, and such
failure shall continue unremedied for a period of three Business Days;



(c) any representation, warranty or certification made by or on behalf of any Cablevisión
Group Company in or in connection with any Loan Document or any amendment or modification thereof
or waiver thereunder, or in any report, certificate, financial statement or other document
furnished pursuant to or in connection with any Loan Document or any amendment or modification
thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made
(or deemed made);



(d) the Borrower shall fail to observe or perform any covenant or agreement contained in
Section 5.02, 5.03 (with respect to the existence of the Borrower) or 5.09 or in Article 6;



(e) the Borrower shall fail to observe or perform any covenant or agreement contained in any
Loan Document (other than those specified in clause (a), (b) or (d) above), and such failure shall
continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to
the Borrower (which notice will be given at the request of any Lender);



(f) any Cablevisión Group Company shall fail to make a payment or payments (whether of
principal or interest and regardless of amount) in respect of Material Debt when the same shall
become due, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise,
or within any applicable grace period;



(g) any event or condition that has not been waived or cured and results in Material Debt
becoming due before its scheduled maturity or that enables or permits (with or without the giving
of notice, the lapse of time or both) the holder or holders of Material Debt or any trustee or
agent on its or their behalf to cause Material Debt to become due, or to be prepaid in full
(whether by redemption, purchase, offer to purchase or otherwise), prior to its stated maturity;



(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
seeking (i) liquidation, reorganization, concurso mercantil, quiebra, or other similar relief in
respect of any Cablevisión Group Company, or of a substantial part of its assets, under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect (including the Ley de Concursos Mercantiles) or (ii) the appointment of a receiver, trustee,
custodian, conciliador, sequestrator, conservator or similar official for any Cablevisión Group
Company or for a substantial part of its assets, and, in any such case, such proceeding or petition
shall continue undismissed for 60 days or an order or decree approving or ordering any of the
foregoing shall be entered;



(i) any Cablevisión Group Company shall (i) voluntarily commence any proceeding or file any
petition seeking liquidation, reorganization, concurso mercantil, quiebra, or other similar relief
under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or
hereafter in effect (including the Ley de Concursos Mercantiles), (ii) consent to the institution
of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in
clause (h) of this Section,
(iii) apply for or consent to the appointment of a receiver, trustee, custodian, conciliador,
sequestrator, conservator or similar official for any Cablevisión Group Company or for a
substantial part of its assets, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general assignment for the benefit of
creditors or (vi) take any corporate action for the purpose of effecting any of the foregoing;


 


45









 





(j) any Cablevisión Group Company shall become unable, admit in writing its inability or fail
generally to pay its debts as they become due;



(k) one or more final judgments for the payment of money in an aggregate amount exceeding
$20,000,000 shall be rendered against one or more Cablevisión Group Companies and shall remain
undischarged for a period of 30 consecutive days during which execution shall not be effectively
stayed;



(l) any restriction or requirement shall be imposed, promulgated or amended by any
Governmental Authority on or after the date hereof that restricts, limits or prohibits the
acquisition or the transfer of foreign exchange by the Borrower and that impairs or could
reasonably be expected to impair the Borrower’s ability to perform its financial obligations under
the Loan Documents in accordance with the terms thereof (including payment in Dollars); or any
Governmental Authority shall take any action, including a moratorium, having an effect on the
schedule of payments of the Borrower under any Loan Document; or the Borrower shall, voluntarily or
involuntarily, participate or take any action to participate in any facility or exercise involving
the rescheduling of the Borrower’s debts or the restructuring of the currency in which the Borrower
may pay its obligations;



(m) any Loan Document, at any time after its execution and delivery and for any reason other
than as expressly permitted hereunder, ceases to be in full force and effect; or the Borrower or
any other Person acting on its behalf contests in any manner the validity or enforceability of any
Loan Document;



(n) any property or asset of the Borrower and its Material Subsidiaries shall be nationalized,
expropriated, lost, subject to rescate proceedings or impaired (collectively, “impaired”; and
“impairment” has a correlative meaning) by action of any Governmental Authority (including without
limitation through the termination, withdrawal, seizure, revocation or amendment of any license (or
licenses) or concession of the Borrower or any of its Subsidiaries to operate their business but
excluding an impairment resulting from a required divestiture in connection with an acquisition),
provided that (i) the property or asset so impaired produces a loss of more than 10% of the gross
revenues of the Borrower and its Subsidiaries, determined on a consolidated basis for the four
Fiscal Quarters then most recently ended and (ii) unless such impairment is not reasonably
susceptible of cure, such impairment shall continue for a period of 60 days thereafter;



then, and in every such event (other than an event with respect to the Borrower described in clause
(h) or (i) above), and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders shall, by notice to the
Borrower, take either or both of the following actions, at the same or different times: (i)
terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable
may thereafter be
declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all other payment
obligations of the Borrower accrued hereunder, shall become due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are waived by the Borrower;
and in the case of any event with respect to the Borrower described in clause (h) or (i) above and
subject to the next succeeding sentence, the Commitments shall automatically terminate and the
principal of the Loans then outstanding, together with accrued interest thereon and all other
payment obligations of the Borrower accrued hereunder, shall automatically become due and payable,
without presentment, demand, protest or other notice of any kind, all of which are waived by the
Borrower. The Administrative Agent shall promptly notify the Lenders of any Event of Default
pursuant to this Section 7.01.



 


46









 






ARTICLE 8

The Administrative Agent




Section 8.01. Appointment and Authorization. Each of the Lenders hereby irrevocably
appoints the Administrative Agent its agent and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by
the terms hereof, together with such actions and powers as are reasonably incidental thereto.



Section 8.02. Rights and Powers as a Lender. Any bank serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not the Administrative Agent, and such bank and its
Affiliates may accept deposits from, lend money to and generally engage in any kind of business
with any Cablevisión Group Company or Affiliate thereof as if it were not the Administrative Agent
hereunder.



Section 8.03. Limited Duties and Responsibilities. The Administrative Agent shall not have
any duties or obligations except those expressly set forth in herein. Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is continuing, (b) the
Administrative Agent shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated hereby that the
Administrative Agent is required in writing to exercise by the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the circumstances as provided in
Section 9.02) and (c) except as expressly set forth herein, the Administrative Agent shall not have
any duty to disclose or any liability for any failure to disclose, any information relating to any
Cablevisión Group Company that is communicated to or obtained by the bank serving as the
Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not
be liable for any action taken or not taken by it with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful
misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless
and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender,
and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any
statement, warranty or representation made in or in connection with this Agreement, (ii) the
contents of any certificate, report or other document delivered thereunder or in connection
herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document or (v) the satisfaction of any
condition set forth in Article 4 or elsewhere in any Loan Document, other than to confirm receipt
of items expressly required to be delivered to the Administrative Agent.


 


47









 





Section 8.04. Authority to Rely on Certain Writings, Statements and Advice. The
Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document or other writing
believed by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any liability for relying
thereon. The Administrative Agent may consult with legal counsel (who may be counsel for any
Cablevisión Group Company), independent accountants and other experts selected by it, and shall not
be liable for any action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.



Section 8.05. Sub-Agents and Related Parties. The Administrative Agent may perform any and
all its duties and exercise its rights and powers by or through one or more sub-agents appointed by
it and shall not be responsible for the negligence or misconduct of any such sub-agent selected by
it in good faith and with due care. The Administrative Agent and any such sub-agent may perform any
and all its duties and exercise its rights and powers through their respective Related Parties.
The exculpatory provisions of the preceding Sections of this Article shall apply to any such
sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent to the same
extent that they apply to the Administrative Agent, and shall apply to activities in connection
with the syndication of the credit facilities provided for herein as well as activities as
Administrative Agent.



Section 8.06. Resignation; Successor Administrative Agent. Subject to the appointment and
acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative
Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation,
the Required Lenders shall have the right, in consultation with the Borrower, to appoint a
successor. If no successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent gives notice of
its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent from among the Lenders which shall be a bank with an office in New
York, New York. Upon acceptance of its appointment as Administrative Agent hereunder by a
successor, such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder. Immediately thereupon, the
successor Administrative Agent shall give notice of its acceptance of its appointment as
Administrative Agent to the Borrower and the Lenders. The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its predecessor unless
otherwise agreed by the Borrower and such successor. After the Administrative Agent’s resignation
hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit
of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in respect of any
actions taken or omitted to be taken by any of them while the retiring Administrative Agent was
acting as Administrative Agent.



Section 8.07. Credit Decisions by Lenders. Each Lender acknowledges that it has,
independently and without reliance on the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it will, independently
and without reliance on the Administrative Agent or any other Lender and based on such documents
and information as it shall from time to time deem appropriate, continue to make its own decisions
in taking or not taking action under or based on this Agreement, any other Loan Document or related
agreement or any document furnished hereunder or thereunder.



 


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ARTICLE 9

Miscellaneous




Section 9.01. Notices. (a) Except in the case of notices and other communications
expressly permitted to be given by telephone, all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy, as follows:




(i) if to the Borrower, to it at Rio de la Loza 182, Colonia Doctores 06720, Mexico,
D.F. México, Attention of Ignacio Gallardo Islas (Telecopy No. (52-55) 5761 2475), with a
copy to Televisa, Vasco de Quiroga 2000, Edificio A, Piso 3, Col. Santa Fe, México, D.F.,
C.P. 06720, Mexico, Attention Vice President and General Counsel (Telecopy No. (52-55)
5261-2546);




(ii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., Americas
Investment Bank Loan Operations, 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention
of Tokunbo Tayo (Telecopy No. (713) 750-2666), with a copy to JPMorgan Chase Bank, 270
Park Avenue, New York 10017, Attention of Paul Doud (Telecopy No. (52-55) 2454-5885); and




(iii) if to any other Lender, to it at its address (or telecopy number) set forth in
its Administrative Questionnaire.



(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices pursuant to Article 2 unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in
its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided that approval of such procedures may
be limited to particular notices or communications.



(c) Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the Administrative Agent and the Borrower. All notices and
other communications given to any party hereto in accordance
with the provisions of this Agreement will be deemed to have been given on the date of
receipt.


 


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(d) Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
(other than notices or communications in respect of payment of the Loans, the terms of the Loans
(including interest rates) or a Default hereunder) sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other written
acknowledgement); provided that if such notice or other communication is not sent during the normal
business hours of the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient and (ii) notices or
communications posted to an Internet or intranet website shall be deemed received upon the deemed
receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the website address
therefor.



Section 9.02. Waivers; Amendments. (a) No failure or delay by any Lender Party in
exercising any right or power hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Lender Parties
under the Loan Documents are cumulative and are not exclusive of any rights or remedies that they
would otherwise have. No waiver of any provision of any Loan Document or consent to any departure
by the Borrower therefrom shall in any event be effective unless the same shall be permitted by
subsection (b) of this Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan shall be construed as a waiver of any Default, regardless of
whether any Lender Party had notice or knowledge of such Default at the time.



(b) No Loan Document or provision thereof may be waived, amended or modified except, in the
case of this Agreement, by an agreement or agreements in writing entered into by the Borrower and
the Required Lenders or, in the case of any other Loan Document, by an agreement or agreements in
writing entered into by the parties thereto with the consent of the Required Lenders; provided that
no such agreement shall:




(i) increase the Commitment of any Lender without its written consent;




(ii) reduce the principal amount of any Loan or reduce the rate of interest thereon
without the written consent of each Lender Party affected thereby;




(iii) postpone the maturity of any Loan or any date for the payment of any interest
payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone
the scheduled date of expiration of any Commitment, without the written consent of each
Lender Party affected thereby;


 


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(iv) change Section 2.14(b) or Section 2.14(c) in a manner that would alter the pro
rata sharing of payments required thereby, without the written consent of each Lender;




(v) change any provision of this Section or the percentage set forth in the
definition of “Required Lenders” or any other provision of any Loan Document specifying
the number or percentage of Lenders required to take any action thereunder, without the
written consent of each Lender;



provided further that no such agreement shall amend, modify or otherwise affect the rights or
duties of the Administrative Agent without its prior written consent.



(c) Notwithstanding the foregoing, if Lenders having at least 75% of the Credit Exposures at
such time (disregarding for this purpose any Credit Exposures held by the Borrower and any Related
Parties) enter into or consent to any waiver, amendment or modification pursuant to subsection (b)
of this Section, no consent of any other Lender will be required if, when such waiver, amendment or
modification becomes effective, (i) the Commitment of each Lender not consenting thereto terminates
and (ii) all amounts owing to it or accrued for its account hereunder are paid in full.



Section 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all agreed
reasonable out-of-pocket expenses incurred by the Administrative Agent and the Lead Arranger,
including reasonable fees, charges and disbursements of Davis Polk & Wardwell, special New York
counsel and Ritch Mueller, S.C., special Mexican Counsel in connection with the syndication of the
credit facilities provided for herein and the preparation, execution and delivery of the Loan
Documents (whether or not the transactions contemplated hereby or thereby shall be consummated),
provided that the reasonable out-of-pocket expenses incurred by the Administrative Agent and the
Lead Arranger to be paid by the Borrower pursuant to this clause (i) shall be expressly limited to
the terms agreed to in the Commitment Letter, (ii) all reasonable out-of-pocket expenses incurred
by the Lender Parties and their Affiliates, including reasonable fees, charges and disbursements of
counsel for the Administrative Agent, in connection with any amendments, modifications or waivers
of the provisions of any Loan Documents (whether or not consummated), (iii) if an Event of Default
occurs, any stamp or documentary taxes that may be required to be paid upon the introduction into
Mexico of any Note or other Loan Documents in connection with any collection, bankruptcy,
insolvency or other enforcement proceedings resulting therefrom, and (iv) all reasonable
out-of-pocket expenses incurred by any Lender Party, including any fees, charges and disbursements
of any counsel for any Lender Party, in connection with the enforcement or protection of its rights
in connection with the Loan Documents (including its rights under this Section), the Loans,
including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of the Loans.




 


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(b) The Borrower shall indemnify each of the Lender Parties and their respective Related
Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages and liabilities and reasonable related expenses,
including the reasonable fees, charges and disbursements of counsel for any Indemnitee, incurred by
or asserted against any Indemnitee arising out of or in connection with (i) the execution or
delivery of any Loan Document or any other agreement or instrument contemplated hereby, the
performance by the parties to the Loan Documents of their respective obligations thereunder or the
consummation of the Financing Transactions or any other transactions contemplated
hereby,
(ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower
or any Subsidiary, or any Environmental Liability related in any way to the Borrower or any
Subsidiary or (iv) any claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity shall not be available to any
Indemnitee (x) to the extent that such losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from such Indemnitee’s gross negligence, bad faith, breach of the Loan Documents by the
Indemnitee or willful misconduct or (y) with respect to any settlement entered into by any
Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or
delayed).



(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the
Administrative Agent under subsection (a) or (b) of this Section, each Lender severally agrees to
pay to the Administrative Agent such Lender’s pro rata share (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as
the case may be, was incurred by or asserted against the Administrative Agent, in its capacity as
such. For purposes hereof, a Lender’s “pro rata share” shall be determined based on its share of
the sum of the total outstanding Loans and unused Commitments at the time.



(d) To the extent permitted by applicable law, none of the parties hereto shall assert, and
each hereby waives, any claim against any Indemnitee or other party hereto, on any theory of
liability for special, indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby, the Financing Transactions, any Loan or the use of the proceeds
thereof.



(e) All amounts due under this Section shall be payable not later than 10 Business Days after
written demand therefor.



Section 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding
on and inure to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no
Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance
with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (except the parties hereto, their respective successors and assigns permitted
hereby and, to the extent expressly provided herein, the Related Parties of the Lender Parties) any
legal or equitable right, remedy or claim under or by reason of this Agreement.



 


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(b) Any Lender may assign to one or more assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of any Commitment it has at the time
and any Loans at the time owing to it); provided that:



(i) the Administrative Agent and the Borrower must give prior written consent to any
such assignment (which consent shall not be unreasonably withheld) except that a Lender
may assign or otherwise transfer its rights and obligations hereunder without the prior
written consent of (a) the Borrower if (1) such assignment or transfer is an assignment or
transfer of all or any portion of a Loan to a Person that is a Lender or a Lender
Affiliate or (2) an Event of Default has occurred and is continuing or (b) the
Administrative Agent if such assignment or transfer is an assignment or transfer of all or
any portion of a Loan to a Person that is a Lender or a Lender Affiliate (and if the
consent of the Borrower or the Administrative Agent is not required, such assigning Lender
shall promptly notify the Borrower and/or the Administrative Agent, as applicable, of the
amount of such assignment and the identity of the assignee);




(ii) each partial assignment shall be made as an assignment of a proportionate part
of all the assigning Lender’s rights and obligations under this Agreement;




(iii) unless the Administrative Agent and the Borrower otherwise consent, the amount
of the Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date on which the relevant Assignment is delivered to the
Administrative Agent) shall not be less than $3,000,000; provided that this (iii) shall
not apply to an assignment to a Lender or a Lender Affiliate or an assignment of the
entire remaining amount of the assigning Lender’s Commitment or Loans;




(iv) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment, together with a processing and recordation fee of $3,500; and




(v) the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent a completed Administrative Questionnaire in which the assignee designates one or
more credit contacts to whom all syndicate-level information (which may contain material
non-public information about the Borrower and its related parties or their respective
securities) will be made available and who may receive such information in accordance with
the assignee’s compliance procedures and applicable laws, including Federal and state
securities laws.



Subject to acceptance and recording thereof pursuant to subsection (d) of this Section, from
and after the effective date specified in each Assignment the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment, be released from its obligations under this
Agreement (and, in the case of an Assignment covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.10, 2.11, 2.13 and 9.03). Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply with this subsection
(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with subsection (e) of this Section.


 


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(c) The Administrative Agent, acting for this purpose as agent of the Borrower, shall maintain
at one of its offices in New York City a copy of each Assignment delivered to it and a register for
the recordation of the names and addresses of the Lenders, their respective Commitments and the
principal amounts of the Loans owing to each Lender pursuant to the terms hereof from time to time
(the “Register”). The entries in the Register shall be conclusive, and the parties hereto may
treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by any party hereto at any reasonable time and from time to time upon
reasonable prior notice.



(d) Upon its receipt of a duly completed Assignment executed by an assigning Lender and an
assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already
be a Lender hereunder), the processing and recordation fee referred to in subsection (b) of this
Section and any written consent to such assignment required by subsection (b) of this Section, the
Administrative Agent shall accept such Assignment and record the information contained therein in
the Register. No assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this subsection.



(e) Any Lender may, without the consent of the Borrower or any other Lender Party, sell
participations to one or more banks or other entities (“Participants”) in all or a portion of such
Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments
and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other
Lender Parties shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce the Loan Documents and to approve any amendment, modification or waiver of any
provision of the Loan Documents; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment, modification or
waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to
subsection (f) of this Section, each Participant shall be entitled to the benefits of Sections
2.10, 2.11, and 2.13 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender,
provided that such Participant agrees to be subject to Section 2.14(c) as though it were a Lender.



(f) A Participant shall not be entitled to receive any greater payment under Sections 2.10 or
2.13 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to such Participant is
made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it
were a Lender shall not be entitled to the benefits of Section 2.13 unless the Borrower is notified
of the participation sold to such Participant and such Participant agrees, for the benefit of the
Borrower, to comply with Section 2.13 as though it were a Lender.


 


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(g) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that (i) no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder or substitute any
such pledgee or assignee for such Lender as a party hereto and (ii) no foreclosure of any such
pledge or security interest shall be permitted without the consents required by this Section 9.04.



Section 9.05. Survival. All covenants, agreements, representations and warranties made by
the Borrower in the Loan Documents and in certificates or other instruments delivered in connection
with or pursuant to the Loan Documents shall be considered to have been relied upon by the other
parties hereto and shall survive the execution and delivery of the Loan Documents and the making of
any Loans, regardless of any investigation made by any such other party or on its behalf and
notwithstanding that any Lender Party may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder. The provisions of
Sections 2.10, 2.11, 2.13, 9.03 and Section 9.16 and Article 8 shall survive and remain in full
force and effect regardless of the consummation of the Financing Transactions, the repayment of the
Loans, the expiration or termination of the Commitments or the termination of this Agreement or any
provision hereof.



Section 9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement, the other Loan Documents and any separate letter agreements with respect to fees
payable to the Administrative Agent or the Lead Arranger constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement (i) will become effective when the Administrative Agent shall have
signed this Agreement and received counterparts hereof that, when taken together, bear the
signatures of each of the other parties hereto and (ii) thereafter will be binding upon and inure
to the benefit of the parties hereto and their respective successors and permitted assigns.
Delivery of an executed counterpart of a signature page of this Agreement by telecopy or PDF will
be effective as delivery of a manually executed counterpart of this Agreement.



Section 9.07. Severability. To the fullest extent permitted by law, if any provision of any
Loan Document is invalid, illegal or unenforceable in any jurisdiction then such provision shall,
as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of the remaining
provisions hereof or thereof and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.



Section 9.08. Right of Set-off. If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time
to time, to the fullest extent permitted by law and upon notice to the Borrower, to set off and
apply any and all deposits (general or special, time or demand, provisional or final) at any time
held and other obligations at any time owing by such Lender or
Affiliate to or for the credit or the account of the Borrower against any obligations of the
Borrower now or hereafter existing hereunder and held by such Lender, irrespective of whether or
not such Lender shall have made any demand hereunder and although such obligations may be
unmatured. The rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender may have.


 


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Section 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This
Agreement shall be construed in accordance with and governed by the law of the State of New York.



(b) Each of the parties hereto irrevocably and unconditionally submits, for itself and its
property, to the jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New York, and any
appellate court from any thereof (each a “New York Court”) and to the courts of its own corporate
domicile in any action brought against such party as a defendant, in any action or proceeding
arising out of or relating hereto, or for recognition or enforcement of any judgment, and each
party hereto irrevocably and unconditionally agrees that all claims in respect of any such action
or proceeding may be heard and determined in such New York State court, to the extent permitted by
law, in such Federal court or other court. Each party hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law.



(c) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating hereto in any New
York Court. Each of the parties hereto hereby irrevocably waive, to the fullest extent permitted
by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any
such court.



Section 9.10. Appointment of Agent For Service of Process. (a) The Borrower hereby
irrevocably designates, appoints, authorizes and empowers as its agent for service of process, CT
Corporation System, at its offices currently located at 111 Eighth Avenue, New York, New York 10011
(the “Process Agent”), to accept and acknowledge for and on its behalf service of any and all
process, notices or other documents that may be served in any suit, action or proceeding relating
hereto in any New York Court. Such designation and appointment shall be irrevocable until all
principal of and interest on the Loans and other sums payable under the Loan Documents shall have
been paid in full in accordance with the provisions thereof. The Borrower covenants and agrees
that it shall take any and all reasonable action, including the execution and filing of any and all
documents, that may be necessary to continue the foregoing designation and appointment in full
force and effect and to cause the Process Agent to continue to act in such capacity.




 


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(b) The Borrower consents to process being served in any suit, action or proceeding of the
nature referred to in Section 9.09 by serving a copy thereof upon the Process Agent. Without
prejudice to the foregoing, the Lenders and the Administrative Agent agree that, to the extent
lawful and possible, written notice of said service upon the Process Agent shall also be mailed by
internationally recognized overnight courier, postage prepaid, return receipt requested, to the
Borrower at the address specified in or pursuant to Section 9.01 or to any other address of which
the Borrower shall have given
written notice to the Administrative Agent.
If said service upon the Process Agent shall not
be possible or shall otherwise be impractical after reasonable efforts to effect the same, the
Borrower consents to process being served in any suit, action or proceeding of the nature referred
to in Section 9.09 by the mailing of a copy thereof by registered or certified airmail, postage
prepaid, return receipt requested, to the address of the Borrower specified in or pursuant to
Section 9.01 or to any other address of which the Borrower shall have given written notice to the
Administrative Agent, which service shall be effective 14 days after deposit in the mail. The
Borrower agrees that such service (i) shall be deemed in every respect effective service of process
upon the Borrower in any such suit, action or proceeding and (ii) shall to the fullest extent
permitted by law, be taken and held to be valid personal service upon and personal delivery to the
Borrower.



(c) Nothing in this Section shall affect the right of any party hereto to serve process in any
manner permitted by law, or to enforce in any lawful manner a judgment obtained in one jurisdiction
in any other jurisdiction.



Section 9.11.
Waiver of Immunity. To the extent that the Borrower has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process (whether through
service or notice, attachment prior to judgment, attachment in aid or execution, or otherwise) with
respect to itself or its property, the Borrower hereby irrevocably waives such immunity in respect
of its obligations under the Loan Documents to the extent permitted by applicable law and, without
limiting the generality of the foregoing, agrees that the waivers set forth in this Section shall
have effect to the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of
the United States of America and are intended to be irrevocable for purposes of such Act.



Section 9.12.
Judgment Currency. (a) If, for the purpose of obtaining judgment in any
court, it is necessary to convert a sum due hereunder in Dollars into another currency (the
"Judgment Currency”), the parties hereto agree, to the fullest extent that they may legally and
effectively do so, that the rate of exchange used shall be that at which in accordance with normal
banking procedures the Administrative Agent could purchase Dollars with such Judgment Currency in
New York, New York, on the Business Day immediately preceding the day on which final judgment is
given.



(b) The obligation of the Borrower in respect of any sum due to any Lender hereunder in
Dollars shall, to the extent permitted by applicable law, notwithstanding any judgment in a
currency other than Dollars, be discharged only to the extent that on the Business Day following
receipt of any sum adjudged to be so due in the Judgment Currency such Lender may in accordance
with normal banking procedures purchase the Dollars in the amount originally due to such Lender
with the Judgment Currency. If the amount of Dollars so purchased is less than the sum originally
due to such Lender, the Borrower agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify such Lender against the resulting loss; and if the amount of Dollars so
purchased is greater than the sum originally due to such Lender, such Lender agrees to repay such
excess to the Borrower.


 


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Section 9.13. WAIVER OF JURY TRIAL. EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.



Section 9.14. Use of English Language. Except as provided in Section 3.02(c), any
translation of this Agreement into another language shall have no interpretive effect. All
documents or notices to be delivered pursuant to or in connection with this Agreement shall be in
the English language or, if any such document or notice is not in the English language, accompanied
by an English translation thereof, and the English language version of any such document or notice
shall control for purposes hereof.



Section 9.15. Headings. Article and Section headings and the Table of Contents herein are
for convenience of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this Agreement.



Section 9.16. Confidentiality. Each Lender Party agrees to maintain the confidentiality of
the Information (as defined below), except that Information may be disclosed (a) to its and its
Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and
other advisors (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority having jurisdiction over
such Lender Party, provided that such Lender Party shall, to the extent legally permissible, notify
the Borrower of the request for disclosure prior to such disclosure if such Lender Party has reason
to believe that such regulatory authority is not subject to its customary duty of confidentiality,
(c) to the extent required by applicable laws or regulations or by any subpoena or similar legal
process, (d) to any other party to this Agreement, (e) in connection with the exercise of any
remedy hereunder or any suit, action or proceeding relating to any Loan Document or the enforcement
of any right thereunder, (f) subject to an agreement containing provisions substantially the same
as those of this Section, to (i) any actual or prospective assignee of or Participant in any of its
rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g)
with the consent of the Borrower or (h) to the extent such Information either (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes available to such
Lender Party on a nonconfidential basis from a source other than the Borrower. For the purposes of
this Section, “Information” means all information received from the Borrower or any Related Parties
relating to the Borrower, any of its Related Parties or their respective businesses, other than any
such information that is available to any Lender Party on a nonconfidential basis before disclosure
by the Borrower or any of its Related Parties; provided that such information shall be deemed to
have been provided on a confidential basis unless such information is clearly identified at the
time of delivery as “nonconfidential.” Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied with its obligation to
do so if such Person has exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.


 


58









 





EACH LENDER ACKNOWLEDGES TO THE BORROWER THAT INFORMATION AS DEFINED IN THE PRECEDING
PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION
CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS TO
THE BORROWER THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC
INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE
PROCEDURES AND APPLICABLE LAW, INCLUDING UNITED STATES FEDERAL AND STATE SECURITIES LAWS.



ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR
THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE
SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER,
THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH
LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS
ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.



Section 9.17. USA Patriot Act. Each Lender that is subject to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), hereby
notifies the Borrower that, pursuant to the requirements of the Act, it is required to obtain,
verify and record information that identifies the Borrower, which information includes the name and
address of the Borrower and other information that will allow such Lender to identify the Borrower
in accordance with the Act.



[Signature Page(s) to Follow]




 


59









 







IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	EMPRESAS CABLEVISIÓN, S.A.B. DE C.V., 

as Borrower

 	 
	 	By:  	/s/ Salvi Rafael Folch Viadero / Jorge Lutteroth Echegoyen	 
	 	 	Name:  	Salvi Rafael Folch Viadero / Jorge Lutteroth Echegoyen	 
	 	 	Title:  	Attorneys-in-fact	 



 


 









 





	 	 	 	 	 
	LENDER PARTIES:	



JPMORGAN CHASE BANK,
N.A.,
 as Administrative
Agent


 	 
	 	By:  	/s/
Anthony O. Preware	 
	 	 	Name:  	Anthony O. Preware	 
	 	 	Title:  	Vice President	 
	 
	 	JPMORGAN CHASE BANK, N.A.,

as Lender

 	 
	 	By:  	/s/
Anthony O. Preware	 
	 	 	Name:  	Anthony O. Preware	 
	 	 	Title:  	Vice President	 



 


 









 





	 	 	 	 	 



Schedule 2.01




Commitment Schedule




	 	 	 	 	 
	Name of Lender	 	Total	 
	JPMorgan Chase Bank, N.A.
	 	$	225,000,000	 
	 
	 	 	 	 
	 
	 	 	 
	Total
	 	$	225,000,000	 





 


 









 




Schedule 3.05


Existing Real Properties


 





1









 





Schedule 3.05


Land owner: Tecnicable, S.A. de C.V.


	 	 	 	 	 
	 	 	Location	 	Public Deed Description
	
1. 
	 	Dr. Rio de Ia Loza 182, Col. Doctores, Delegación Cuauhtemoc, Mexico, D.F., C.P.
06720. 	 	Public deed number 33,486, dated December 6, 1994, granted before Lic. Luis Antonio
Montes de Oca Mayagoitia, Notary Public number 29 in México, Distrito Federal.
	
 

	 	 	 	 
	
2 

	 	Dr. Rio de la Loza 190, Col. Doctores, Delegación Cuauhtemoc, Mexico, D.F., C.P.
06720. 	 	Public deed number 30,470, dated December 6,1994, granted before Lic. Luis Antonio
Montes de Oca Mayagoitia, Notary Public number 29 in México, Distrito Federal.
	
 

	 	 	 	 
	
3. 

	 	Lago Chiem 77, Col. San Juanico Pensil, Delegación Miguel Hidalgo, México,
D.F., C.P. 11440. 	 	Public deed number 57,077 dated August 21, 2003, granted before Lic. Rafael Manuel
Oliveros Lara, Notary Public number. 45 in México Distrito Federal.
	
 

	 	 	 	 
	
4. 

	 	Hacienda Zotoluca 455, Col. Hacienda Echegaray, Naucalpan, Estado de México. 	 	Public deed number 34,035 dated October 2, 2003, granted before Lic. Pedro Porcayo
Vergara, Notary Public number. 93 in México, Distrito Federal.
	
 

	 	 	 	 
	
5. 

	 	Capulhuac 58, Col. Cumbria, Cuautitlan lzcalli, Estado de México. 	 	Public deed number 32,907 dated March 12, 2004, granted before Lic. Juan
Castañeda Salinas, Notary Public number 93 in the State of México.
	
 

	 	 	 	 
	
6. 

	 	Federico T. de Ia Chica, Edificio 6, Ciudad Satólite, Naucalpan, Estado de
México. 	 	Public deed number 58,002 dated May 20, 2004, granted before Lic. Rafael Manuel
Oliveros Lara, Notary Public number 45 in México Distrito Federal.
	
 

	 	 	 	 
	
7. 

	 	Poniente 150 No. 991, Fraccionamiento A, Lote 12, Manzana 1-A, Col. Industrial
Vallejo, Delegación Azcapotzalco, México, D.F., C.P. 02300. 	 	Public deed number 15,716 dated May 12, 2006, granted before Lic. Manuel Enrique
Oliveros Lara, Notary Public number 100 in Ciudad de México, Distrito Federal.
	
 

	 	 	 	 
	
8. 

	 	Concepcion Beistegui No. 312, Col. Del Valle, Delegación Benito Juarez,
México, D.F., C.P. 03100. 	 	Public deed number 105,010 dated November 29, 2006, granted before Lic. Gerardo Correa
Etchegaray, Notary Public number 89 in México, Distrito Federal.
	
 

	 	 	 	 
	
9. 

	 	Emiliano Zapata #22, Col. Santa Anita, lztacalco, Estado de México, C.P. 08300.
	 	Public deed number 16,327 dated March 21, 2007, granted before Lic. Manuel Enrique
Oliveros Lara, Notary Public number 100 in México, Distrito Federal.





 





2









 





	 	 	 	 	 
	  	 	 	 	 
	 	 	 	 	Schedule 3.06





Disclosed Matters


 





3









 





Schedule 3.06


The following issues are still pending to be resolved. It is important to
mention that the following pending resolutions, even if their outcome is negative, will not result in a Material
Adverse Effect against any Cablevisión Group Company pursuant to the Loan Documents.


1. Center of Arbitration Mexico.


Empresas Cablevision, S.A. de C.V.,  


Vs. 

 


Grupo Integral de Television por Cable, S.A. de C.V., Tele
Cabe Centro Occidente, S.A. de C.V., 

Telecable del Oriente, S.A. de C.V., Bestcable, S.A. de C.V., y Metrovision
del Centro, S.A. de C.V.


Arbitral Trial. 

Negative Resolution.


2. Fourth District Court on Civil Matters.


Empresas Cablevision, S.A. de C.V.,  


vs. 

 


Grupo Integral de Television por Cable, S.A. de C.V., Tele Cabe Centro
Occidente, S.A. de C.V., 

Telecable del Oriente, S.A, de C.V., Bestcable, S.A. de C.V., y Metrovision del Centro,
S.A. de C.V.


Nullity Incident to the Arbitration Declaration 

Expediente
No. 128/2007.


 





4









 





Schedule 3.12


List of Subsidiaries


 





5









 







EMPRESAS CABLEVISION, S.A.B. DE C.V.

Subsidiaries and Associate

as
of September 30, 2007

	 	 	 
	Name of Company	 	Country of Incorporation
	
Milar, S.A. de C.V. 

	 	Mexico
	
Argos Comunicacion, S.A. de CV, (*) 

	 	Mexico
	
Cablestar, S.A. de C.V. 

	 	Mexico
	
Cablevision, S.A. de C.V 

	 	Mexico
	
Tercera Mirada. S.A. de C.V. 

	 	Mexico
	
Grupo Mexicano de Cable, S.A. de C.V. 

	 	Mexico
	
Integravision de Occidente, S.A. de C.V. 

	 	Mexico
	
La Casa de la Risa, S.A. de C.V. (1) 

	 	Mexico
	
Servicios Cablevision, S.A. de C.V. 

	 	Mexico
	
Tecnicable, S.A. de C.V. 

	 	Mexico
	
Telestar del Pacifico, S.A. de C.V. 

	 	Mexico
	
Letseb, S.A. de C.V. 

	 	Mexico
	
Operbes, S.A. de C.V. 

	 	Mexico






( * ) Associate 

( 1 ) Entity with no current operations.


 





7









 





Schedule 6.01


Existing Debt


 





8









 





	 	 	 
	Cablestar Bridge Loan	 	 
	Borrower 
	 	Cablestar
	Lender 
	 	Videoserpel
	3M Libor on 10-12-7 
	 	5.1325 %
	Applicable Margin (bps) 
	 	50.4 over Libor 3M
	Total Interest Rate 
	 	5.6363 %
	Tenor 
	 	3.0 months
	Effective Date 
	 	Martes-11/12/2007
	Maturity 
	 	Martes-11/03/2008
	Amount 
	 	325.0 millions of dollars
	Guarantors 
	 	Empresas Cablevision, Cablemas y TVI according to the following table





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount	 	Spread	 	Percentage of Guaranty
	
Cablevision

	 	 	225	 	 	 	50	 	 	 	69	%
	
Cablemas

	 	 	50	 	 	 	50	 	 	 	15	%
	
TVI

	 	 	50	 	 	 	52.5	 	 	 	15	%





 





9









 





	 	 	 
	Borrower 
	 	Cablevision
	Lender 
	 	Grupo Televisa
	3M Libor on 10-12-7 
	 	4.4175 %
	Applicable Margin (bps) 
	 	50.4 over Libor 12M
	
Total Interest Rate 

	 	4.9213 %
	
Tenor 

	 	12.0 months
	
Effective Date 

	 	Jueves-20/12/2007
	
Maturity 

	 	Viernes-19/12/2008
	
Amount 

	 	8,000,000 dollars
	
Moratory Interest 

	 	LIBOR + 250
	
 

	 	 
	
Borrower 

	 	Operbes
	
Lender 

	 	Cablevision
	
3M Libor on 10-12-7 

	 	4.4175 %
	
Applicable Margin (bps) 

	 	50.4 over Libor 12M
	
Total Interest Rate 

	 	4.9213 %
	
Tenor 

	 	12.0 months
	
Effective Date 

	 	Jueves-20/12/2007
	
Maturity 

	 	Viernes-19/12/2008
	
Amount 

	 	8,000,000 dollars
	
Moratory Interest 

	 	LIBOR + 250








10









 





	 	 	 
	
Borrower

	 	Operbes
	
Lender 

	 	Grupo Televisa
	
3M Libor on 10-12-7 

	 	5.1325 %
	
Applicable Margin (bps) 

	 	50.4 over Libor 3M
	
Total Interest Rate 

	 	5.6363 %
	
Tenor 

	 	3.0 months
	
Effective Date 

	 	Jueves-13/12/2007
	
Maturity 

	 	Jueves-13/03/2008
	
Amount 

	 	38,082,685.0 dollars





 





11









 





Schedule 6.02


Existing Liens


 





12









 





Schedule 6.02


There are no liens or limitations upon any property or right of the Borrower
or any of its Material Subsidiaries, that could affect the compliance of its obligations under the Loan Agreement.


 





13









 





Schedule 6.10


Existing Restrictions


 





14









 





Schedule 6.10


There are no restrictions for any Cablevision Group Company to pay dividends
or other distributions with respect to any shares of its capital stock or to make or repay loans, that could affect the
compliance of its obligations pursuant to the Loan Agreement.





15








 







EXHIBIT A




ASSIGNMENT AND ASSUMPTION




This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit Agreement identified
below (as may be further amended from time to time, the “Credit Agreement”), receipt of a
copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth
in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a
part of this Assignment and Assumption as if set forth herein in full.



For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the
foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii)
above being referred to herein collectively as the “Assigned Interest”). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor.



	 	 	 	 	 	 	 
	1.

	 	Assignor:	 	 	 	 
	 

	 	 	 	 

	 	 
	2.

	 	Assignee:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	[is an Eligible Assignee][and is an Affiliate of [identify Lender]] 1
	 
	 	 	 	 	 	 
	3.

	 	Borrower:
	 	Empresas Cablevisión, S.A.B. de C.V.

	 
	 	 	 	 	 	 
	4.	 	Administrative Agent:	 	JPMorgan Chase Bank, N.A.
	 
	 	 	 	 	 	 
	5.	 	Credit Agreement:	 	The Credit Agreement dated as of December 19, 2007 among Empresas Cablevisión, S.A.B. de C.V.,
the Lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.





 







	 	 	 
	1	 	Select if and as applicable



 


 









 










	6.	 	Assigned Interest:





	 	 	 	 	 	 	 	 	 
	Aggregate Amount of	 	Amount of Loans	 	 	Percentage Assigned of	 
	Loans for all Lenders	 	Assigned	 	 	Loans2	 
	$
	 	$	 	 	 	 	%	 
	$
	 	$	 	 	 	 	%	 
	$
	 	$	 	 	 	 	%	 






Effective Date:                     
 _____, 20 _____ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL
BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]



The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire
in which the Assignee designates one or more Credit Contacts to whom all syndicate-level
information (which may contain material non-public information about the Borrower, the Obligors
and their Related Parties or their respective securities) will be made available and who may
receive such information in accordance with the Assignee’s compliance procedures and applicable
laws, including Federal and state securities laws.



The terms set forth in this Assignment and Assumption are hereby agreed to:



	 	 	 	 	 
	 	ASSIGNOR



[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 	ASSIGNEE



[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Title: 	 



 






	 	 	 
	2	 	Set forth, to at least 9 decimals, as a percentage of
the Loans of all Lenders thereunder.



 


 









 









	 	 	 	 	 
	Consented to and Accepted:	 	 
	 
	 	 	 	 
	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 

Title:
	 	 
	 
	 	 	 	 
	Consented to:	 	 
	 
	 	 	 	 
	EMPRESAS CABLEVISIÓN, S.A.B. DE C.V.,

as Borrower	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 

Title:
	 	 





 


 









 





ANNEX 1




Credit Agreement

dated as of December 19, 2007

Empresas Cablevisión, S.A.B. de C.V.




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION





1. Representations and Warranties.



1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.



1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement
that are required to be satisfied by it in order to acquire the Assigned Interest and become a
Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a
copy of the Credit Agreement to the extent it has in its sole discretion deemed necessary, together
with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as
applicable, and such other documents and information as it has in its sole discretion deemed
appropriate to make its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis
and decision independently and without reliance on the Administrative Agent or any other Lender,
and (v) if it is a Foreign Lender or a Lender which is not a resident of Mexico, attached to the
Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms
of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it
will, independently and without reliance on the Administrative Agent, the Assignor or any other
Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Loan Documents,
and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a
Lender.


 


 









 





2. Payments. From and after the Effective Date, the Administrative Agent shall
make all payments in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but excluding the
Effective Date and to the Assignee for amounts which have accrued from and after the Effective
Date.



3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.


 


 









 




EXHIBIT B-1




OPINION OF SPECIAL NEW YORK COUNSEL

TO THE BORROWER



 


 









 





Writer’s Direct Dial: (212) 225-2590

E-Mail: apodolsky@cgsh.com




December [ ], 2007




To each of the Lenders and the Agent referred to below

c/o JPMorgan Chase Bank, N.A.,

as Administrative Agent

270 Park Avenue

New York, NY 10017




Ladies and Gentlemen:



We have acted as special United States counsel to Empresas Cablevisión, S.A.B. de C.V., a
limited liability stock corporation (sociedad anónima bursatil de capital variable) organized
under the laws of the United Mexican States (the “Borrower”), in connection with the
$225,000,000 Credit Agreement dated as of December 19, 2007 (hereinafter referred to as the
“Credit Agreement”) among the Borrower, the lenders party thereto (the “Lenders”), and JPMorgan
Chase Bank, N.A., as Administrative Agent. This opinion letter is furnished to you pursuant to
Section 4.01(b)(i) of the Credit Agreement.



Unless otherwise defined herein, capitalized terms defined in the Credit Agreement
are used herein as defined therein.



In arriving at the opinions expressed below, we have reviewed the following
documents:




	 	(a)	 	an executed copy of the Credit Agreement; and
	 
	 	(b)	 	an executed copy of the promissory note dated as of the Drawdown Date and delivered to the
Administrative Agent pursuant to Section 4.01(o) of the Credit Agreement (the “Note” and,
together with the Credit Agreement, the “Opinion Documents”).




 


 









 





JPMorgan Chase Bank, N.A.

As Administrative Agent, et al.

December [ ], 2007

p. 2




In addition, we have reviewed such certificates of representatives of the Borrower, and we
have made such investigations of law, as we have deemed appropriate as a basis for the opinions
expressed below.



In rendering the opinions expressed below, we have assumed the authenticity of all documents
submitted to us as originals and the conformity to the originals of all documents submitted to us
as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of
each document we have reviewed (including, without limitation, the accuracy of the representations
and warranties of the Borrower in the Opinion Documents).



Based upon the foregoing, and subject to the further assumptions and
qualifications set forth below, it is our opinion that:



1. The Credit Agreement has been duly executed and delivered under the law of the State of New
York by the Borrower and is a valid and binding obligation of the Borrower, enforceable in
accordance with its terms.



2. The Note has been duly executed and delivered under the law of the State of New York by the
Borrower and is a valid and binding obligation of the Borrower, enforceable in accordance with its
terms.



3. The execution and delivery by the Borrower of each of the Opinion Documents do not, and the
performance by the Borrower of its obligations under each of the Opinion Documents will not, (a)
require any consent, approval or authorization of, registration, qualification or filing with, or
notice to, any governmental authority of the United States of America or the State of New York that
in our experience normally would be applicable to general business entities with respect to such
execution, delivery or performance, or (b) result in a violation of any United States federal or
New York State law or published rule or regulation that in our experience normally would be
applicable to general business entities with respect to such execution, delivery or performance.



4. The Borrower is not required to be registered as an “investment company” under the U.S.
Investment Company Act of 1940, as amended.



5. The making of the Loans and the use of proceeds thereof as contemplated by the Credit
Agreement do not violate Regulation T, U or X of the Board of Governors of the Federal Reserve
System (the “Board”).




In rendering the opinions set forth above, we express no opinion with respect to:




(i) the Spanish text of the Note or whether the terms of the Credit Agreement or of the Note
will control in the event of a conflict between one or more provisions of such documents;




 


 









 







JPMorgan Chase Bank, N.A.

As Administrative Agent, et al.

December [ ], 2007

p. 3




(ii) the effect of the proviso to the governing law provision contained in the Note on the
validity or effectiveness of the choice of New York law contained in the Note or any other
provision of the Note;



(iii) the provisions of the Opinion Documents providing for the submission by the Borrower to
the jurisdiction of any court other than the Supreme Court of the State of New York sitting in New
York County or the United States District Court of the Southern District of New York; or



(iv) the validity, binding effect or enforceability of any provision in the Opinion
Documents that purports to (a) provide indemnification of any person to the extent such provision
covers or could be construed to cover losses or claims under U.S. federal or state securities
laws or to the extent inconsistent with public policy or (b) render conclusive any determination
or calculation made by a party to any Opinion Document.



Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of
any agreement or obligation of the Borrower, (a) we have assumed that each party to such agreement
or obligation has satisfied those legal requirements that are applicable to it to the extent
necessary to make such agreement or obligation enforceable against it (except that no such
assumption is made as to the Borrower regarding matters of the federal law of the United States of
America or the law of the State of New York that in our experience normally would be applicable to
general business entities with respect to such agreement or obligation) and (b) such opinions are
subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally
and to general principles of equity.




The opinions set forth above are subject to the following qualifications:



(a) In rendering the opinion in paragraph 3 above, we have assumed that the Borrower is not
subject to any New York State laws and regulations other than those laws and regulations
generally applicable to general business entities doing business in the State of New York.



(b) In rendering the opinion in paragraph 5 above, we have assumed that none of the Lenders is
a “creditor” within the meaning of Regulation T of the Board or a “foreign branch of a
broker-dealer” within the meaning of Regulation X of the Board.



(c) We express no opinion as to the applicability or effect of the law of any jurisdiction
other than the State of New York wherein any Lender may be located or wherein enforcement of the
Credit Agreement or of the Note may be sought that limits the rates of interest legally
chargeable or collectible.



(d) We have assumed that any assignments made by or among the Lenders of their rights and
obligations under the Credit Agreement will not contravene New York Judiciary Law Section 489
(which makes it a criminal offense to take an assignment of a debt obligation with the intent of
and for the purpose of bringing an action or proceeding thereon).


 


 









 





JPMorgan Chase Bank, N.A.

As Administrative Agent, et al.

December [ ], 2007

p. 4




(e) We express no opinion with respect to the enforceability of the restriction on assignment
of the Borrower’s rights contained in Section 9.04(a)(i) of the Credit Agreement, to the extent
Part 4 of Article 9 of the Uniform Commercial Code of the State of New York is applicable thereto.



(f) We express no opinion as to the enforceability of Section 9.12(b) of the Credit
Agreement relating to currency indemnity.



(g) Except as set forth in paragraphs 4 and 5 above, we express no opinion as to any United
States federal or state securities laws.



(h) With respect to the submission in any Opinion Document to the jurisdiction of a United
States federal court sitting in the State of New York, we express no opinion as to the subject
matter jurisdiction of any such court to adjudicate any action relating to the Opinion Document
where jurisdiction based on diversity of citizenship under 28 U.S.C. § 1332 does not exist.



(i) The enforceability of the waiver of immunities by the Borrower set forth in Section 9.11
of the Credit Agreement is subject to the limitations imposed by the Foreign Sovereign Immunities
Act of 1976.



(j) The enforceability of the obligations of the Borrower under the Opinion Documents is also
subject to judicial application of foreign laws or foreign governmental actions affecting
creditors’ rights.



The foregoing opinions are limited to the federal law of the United States of America and
the law of the State of New York, but we express no opinion as to any regulations or laws
specific to the telecommunications industry or to the provision of cable or internet services.



We are furnishing this opinion letter to you, as a Lender, and in the case of JPMorgan Chase
Bank, N.A., as Administrative Agent, solely for your benefit in your capacity as such in connection
with the transactions contemplated by the Credit Agreement. This opinion letter is not to be relied
on by or furnished to any other person or used, circulated, quoted or otherwise referred to for any
other purpose. Notwithstanding the foregoing, a copy of this opinion may be furnished to, and
relied upon by, any transferee of a Lender’s rights and obligations under the Credit Agreement
properly transferred in accordance with the Credit Agreement, and any such transferee may show this
opinion to any governmental authority pursuant to requirements of applicable law or regulations.
The opinions expressed herein are rendered on and as of the date hereof, and we assume no
obligation to advise you or any such transferee or governmental authority or any other person, or
to make any investigations, as to any legal developments or factual matters arising subsequent to
the date hereof that might affect the opinions expressed herein.




 


 









 







JPMorgan Chase Bank, N.A.

As Administrative Agent, et al.

December [ ], 2007

p. 5




	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	CLEARY GOTTLIEB STEEN & HAMILTON LLP
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 
	 	 
	 

	 	 	 	Andrea G. Podolsky, a Partner





 


 









 





EXHIBIT B-2




OPINION OF SPECIAL MEXICAN COUNSEL

TO THE BORROWER



 


 









 





Final Form




December 19, 2007




JPMORGAN CHASE BANK, N.A.,

as Administrative Agent for the benefit of the Lenders under the Credit Agreement

1111 Fannin Street

10th Floor

Houston, Texas 77002




Ladies and Gentlemen:



We have acted as Mexican counsel to Empresas Cablevision, S.A.B. de C.V. (the “Company” or the
“Borrower”), a Mexican limited liability public stock corporation with variable capital (sociedad
an6nima bursatil de capital variable) in connection with the preparation, execution and delivery of
the Credit Agreement dated December 19, 2007 among the Company, the Persons listed in Schedule 2.01
thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Securities Inc. as
Sole Bookruner and Lead Arranger (the “Credit Agreement”). This opinion is furnished to you, at
your request, pursuant to Section 4.01(b)(ii) of the Credit Agreement.



All capitalized terms used herein that are defined in the Credit Agreement, have the meanings
assigned to such terms therein, unless otherwise defined herein. All assumptions and statements of
reliance herein have been made without any independent investigation or verification on our part,
except to the extent otherwise expressly stated, and we express no opinion with respect to
the subject matter or accuracy of such assumptions or items relied upon.



In rendering the opinions expressed below, we have examined originals, or copies identified to
our satisfaction, of the following documents:




	 	(i)	 	the Credit Agreement;
	 
	 	(ii)	 	the Notes;




 


 









 






	 	(iii)	 	copies of the deed of incorporation (escritura constitutiva) and of the
current by-laws (estatutos sociales) of the

Borrower;
	 
	 	(iv)	 	copies of the deed of incorporation (escritura constitutiva) and of the
current by-laws (estatutos sociales) of each of the
Guarantors;
	 
	 	(v)	 	copy of public deed No. [•], dated [•], granted before Mr. [•], notary
public No. [•] of Mexico, Federal District, evidencing the powers of attorney granted
to [•], to execute each of the Loan Documents on behalf of the Borrower;
	 
	 	(vi)	 	the public deed which contains the special power of attorney
granted by the Borrower in favor of the Process Agent pursuant to the Credit
Agreement (the “Power of Attorney of Process Agent”).





We have further examined originals or copies of all such other corporate records, certificates
of public officials, corporate resolutions, certificates and other documents, as we have deemed
necessary as a basis for the opinions hereinafter expressed. However, we have made no independent
investigation in any public registry.



In rendering the opinions expressed below, we have assumed without any independent
investigation or verification of any kind, the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to us as originals and
the conformity with authentic original documents of all documents submitted to us as copies. As to
questions of fact material to the opinions hereinafter expressed, we have, when relevant facts were
not independently established by us, relied upon the accuracy of the representations and warranties
of the Borrower set forth in the Loan Documents and we have also relied upon originals or copies,
certified or otherwise identified to our satisfaction, of all such corporate records of the
Borrower, the Administrative Agent and the Lenders, and certificates and oral or written statements
of public officials, officers and representatives of the Borrower and such other persons, and
assume compliance on the part of all parties to the Loan Documents with their covenants and
agreements contained therein. We have further assumed that:


 


2









 





(a) the Credit Agreement has been duly authorized by, has been duly executed and delivered by,
and constitutes legal, valid, binding and enforceable obligations of, all of the parties to such
documents (other than the Borrower;



(b) the validity, binding effect and enforceability of the Loan Documents under the laws of
the State of New York, United States of America, and all other applicable laws and regulations
(other than Mexican laws and regulations); and



(c) that all of the parties to the Credit Agreement (other than the Borrower are duly
organized and validly existing and have the power and authority (corporate or other) under all
applicable laws, rules, regulations and their constitutive documents to execute, deliver and
perform their respective obligations under the Credit Agreement and that all corporate and
governmental authorizations required under applicable law, other than Mexican law, have been
obtained and are in full force and effect.



Based on the foregoing and subject to the assumptions and qualifications set forth herein, we
are of the opinion that:



1. The Borrower (i) is a sociedad anónima bursatil de capital variable, duly organized and
validly existing under the laws of the United Mexican States, and (ii) has the corporate power and
authority to execute, deliver and perform its obligations arising under each Loan Document and has
taken all necessary corporate action to authorize the execution, delivery and performance by it of
each Loan Document.



2. The Borrower has duly executed and delivered each Loan Document, and assuming the due
authorization, execution and delivery thereof by the Lenders and the Administrative Agent,
constitutes a valid and binding obligation of the Borrower, enforceable against it in accordance
with its respective terms, except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, concurso mercantil, insolvency, reorganization, moratorium or similar laws
generally affecting creditors’ rights.



3. Neither the execution, delivery or performance by the Borrower of each of the Loan
Documents nor compliance by it with the terms and provisions thereof (i) contravenes any provisions
of any existing applicable Mexican law, statute, rule or regulation, (ii) violates any provision of
the bylaws (estatutos sociales) of the Borrower, or (iii) contravenes the terms of any concession, authorization or license or any judgment of any Mexican
governmental body or agency or court having jurisdiction over the Borrower or its respective
properties or assets, or any agreement or instrument known to us to which the Borrower is a party
or under which it is bound.


 


3









 





4. No authorization or approval by, and no notice to or filing with, any Mexican governmental,
judicial or legislative authority, or approval from any shareholder or third party, is required for
the execution or performance by the Borrower of each of the Loan Documents or for the validity or
enforceability thereof, except for those which have been obtained or made and are in full force and
effect on the date hereof.



5. The Notes, when duly executed, issued and delivered on the Effective Date in accordance
with the Credit Agreement, will constitute legal, valid and enforceable obligations of the
Borrower, that qualify each as a pagaré under Mexican law, enforceable against the Borrower in
accordance with their terms. The Notes may be enforced against the Borrower in Mexico pursuant to
executory proceedings (juicio ejecutivo mercantil) or ordinary proceedings (juicio ordinario
mercantil).



6. The choice of the laws of the State of New York, United States of America, in the Credit
Agreement and in the Notes, under which each of them is stated to be governed by such laws is a
valid and binding choice of law that will be observed and be given effect by the courts of Mexico.



7. None of the Borrower’s properties or assets in the United Mexican States is entitled to
immunity from suit, execution, attachment or other legal process in the United Mexican States or in
connection with any procedure initiated in the courts of the United Mexican States.



8. Any judgment rendered in a New York court, arising out of or in relation to the obligations
of the Borrower under the Credit Agreement and the Notes, may be enforced by Mexican courts,
provided that:




(a) such judgment is obtained in compliance with legal requirements of the
jurisdiction of the court rendering such judgment and in compliance with legal requirements
and terms set forth in the Credit Agreement or the Notes, as applicable;


 


4









 






(b) such judgment is strictly for the payment of a certain sum of money and has been
rendered in an in personam action as opposed to an in rem action;




(c) process was served personally on the Borrower or on the process agent;




(d) such judgment does not contravene Mexican law, Mexican public policy,
international treaties or agreements binding upon Mexico or general accepted principles of
international law;




(e) the applicable procedure under the laws of Mexico with respect to the enforcement
of foreign judgments (including, but not limited to, the issuance of a letter rogatory by
the competent authority of such jurisdiction requesting enforcement of such judgments as
being final and the certification of such judgments as authentic by the corresponding
authorities of such jurisdiction in accordance with the laws thereof) is complied with;




(f) such judgment is final in the jurisdiction in which it was obtained;




(g) the action in respect of which such judgment was rendered is not the subject
matter of a lawsuit among the same parties pending before a Mexican court;




(h) the judgment and related documents are translated into Spanish by an expert duly
authorized for their admissibility before the Mexican courts before which enforcement is
requested, being such translation subject to approval by the Mexican court after the
defendant has been given an opportunity to be heard with respect to the accuracy of the
translation, and such proceedings would thereafter be based upon the translated documents,
and



(i) any such foreign court would enforce final judgments rendered by the federal or
state courts of Mexico as a matter of reciprocity.



9. To the best of our knowledge, there is no pending or
threatened action, suit or proceeding by or before any court or governmental agency, authority or
body or any arbitrator, involving the Borrower or any of its subsidiaries or its or their
respective property which, if determined adversely to the Borrower, or to any of its subsidiaries, would individually or in
the aggregate, have or be reasonably expected to have, a Material Adverse Effect.


 


5









 





10. The Borrower has duly appointed CT Corporation System as its authorized agent for service
of process, such appointment is legal, valid and binding under Mexican law, and such process agent
will be entitled to receive process on behalf of the Borrower [and each of the Guarantors.



11. The payment obligations of the Borrower under the Credit Agreement and the Notes, will
rank, at all times, at least pari passu in priority of payment with all other present and future
unsecured and unsubordinated obligations of the Borrower from time to time outstanding.



12. There is no tax, deduction or withholding imposed by the United Mexican States, on or by
virtue of (i) the execution and delivery of each of the Loan Documents, or (ii) any payments to be
made to the Administrative Agent or the Lenders under any of the Loan Documents by the Borrower,
except for payments to the Administrative Agent or to Lenders that are non-resident of Mexico for
tax purposes, of interest or payments that are deemed to be interest for Mexican tax purposes,
which are subject to the payment of withholding taxes.



13. None of the Lenders, the Administrative Agent or the Lead Arranger is required to be
licensed or qualified to carry on business in the United Mexican States, or subject to taxation as
a resident of Mexico for tax purposes, solely by virtue of the execution, delivery or enforcement
of any of the Loan Documents.



14. To ensure the legality, enforceability or admissibility in evidence of any of the Loan
Documents, it is not necessary that any of such documents be filed or recorded with any court or
governmental authority of the United Mexican States or that any Loan Document be notarized,
provided that an official Spanish translation of the Credit Agreement or any related document is
required to bring an action thereon in the courts of Mexico.



The foregoing opinions are subject to the following qualifications:


 


6









 





(a) The enforceability of the obligations of the Borrower under the Loan Documents are subject
to applicable tax, labor, concurso mercantil, insolvency, reorganization, moratorium or similar
laws affecting creditors’ rights generally.



(b) In the event that legal proceedings are brought in the courts of Mexico with respect to
the Credit Agreement, a Spanish translation of such document will be required to be prepared by a
court-authorized translator and approved by the court after the defendant has been given an
opportunity to be heard with respect to the accuracy of the translation, and proceedings would
thereafter be based upon the translated documents.



(c) In any proceeding brought before the courts of Mexico for the enforcement of the Credit
Agreement, or with respect to any judgment related thereto obtained in a foreign jurisdiction
against the Borrower, a Mexican court would apply Mexican procedural law in such proceedings.



(d) Mexican law does not permit the collection of interest-oninterest and, consequently, any
relevant provisions of the Loan Documents relating to the payment of interest-on-interest may not
be enforced in Mexico.



(e) We note that since service of process by mail does not constitute personal service of
process under Mexican Law and since service of process is considered to be a basic procedural
requirement under the laws of Mexico, if for the purposes of a legal proceeding outside Mexico
service of process is made by mail or in any manner that does not constitute personal service or
does not guarantee due process of law or otherwise prevents the Borrower, as the case may be, from
exercising its rights as defendant to be heard and to controvert the facts which bear on the
question of law in the matter involved, then a final judgment rendered in connection with such
legal proceeding may not be enforced by the courts of Mexico.



(f) In case of any suit brought before Mexican courts, said courts should apply Mexican law on
statute of limitations and expiration (prescripción) notwithstanding the fact that the parties to
the Credit Agreement have selected other laws to govern such documents. We express no opinion as to
the enforceability of a foreign judgment deriving from an action instituted once the Mexican
statute of limitation periods have elapsed.


 


7









 





(g) Covenants and other agreements to perform an act other than payment of money and covenants
and other agreements not to perform an act may not be specifically enforceable in Mexico, although
any breach thereof may give rise to acceleration of the Credit Agreement and an action for monetary
damages.



(h) Under the laws of Mexico, labor claims, claims of tax authorities for unpaid taxes, social
security quotas, workers’ housing fund quotas and retirement fund quotas may have priority over
claims of Lenders.



(i) We express no opinion concerning the validity, binding nature and enforceability of the
provisions set forth in Section 9.12 of the Credit Agreement since we consider that if a judgment
is issued in Mexican currency and becomes final, no separate action in connection with such
judgment may arise in order to discharge or satisfy such judgment in U.S. dollars or increase the
amount of such judgment in connection with the exchange of Mexican currency for U.S. dollars or any
other currency.



(j) In the event that proceedings are brought in Mexico seeking performance of the Borrower’s
obligations in Mexico, pursuant to Article 8 of the Mexican Monetary Law (“Ley Monetaria de los
Estados Unidos Mexicanos”), the Borrower may discharge its obligations by paying any sums due in
currency other than Mexican currency, in Mexican currency at the rate of exchange published in the
Official Gazette of the Federation by the Central Bank the date when payment is made.



(k) Under the laws of Mexico, covenants of the Borrower that purport to bind it on matters
reserved by law to shareholders or that purport to bind shareholders to vote or refrain from voting
their shares, are not enforceable through specific performance, but may result in the acceleration
of amounts due under the Credit Agreement.



(l) We note that, to the extent unenforceable under New York law, the law that governs the
Credit Agreement, the indemnity provisions contained therein may be unenforceable under Mexican
law.



(m) Provisions of the Loan Documents granting discretionary authority to the Administrative
Agent or the Lenders cannot be exercised in a manner inconsistent with relevant facts nor defeat
any requirement from a competent authority to produce satisfactory evidence as to the basis of any determination. In addition, under the laws of Mexico, the Borrower, will have the right to
contest in court any notice or certificate of the Administrative Agent of the Lenders purporting to
be conclusive and binding.


 


8









 





(n) We note that in case of insolvency or bankruptcy proceeding (concurso mercantil) affecting
the Borrower, any unsecured obligations of any of the parties to the Loan Documents subject to any
such proceedings payable in currency other than pesos, will be converted first into pesos and then
into unidades de inversion (UDIS) on the date the declaration of insolvency or bankruptcy (concurso
mercantil) is made.



We express no opinion as to any laws other than the laws Mexico and we have assumed that there
is nothing in any other law that affects our opinion, which is delivered based upon Mexican law
applicable as of the date hereof. In particular, we have made no independent investigation of the
laws of the State of New York and of the laws of the United States of America or any jurisdiction
thereof as a basis for the opinions stated herein and do not express or imply any opinion on or
based on the criteria or standards provided for in such laws. We express no opinion as to rights,
obligations or other matters (including change of law or circumstances) arising subsequent to the
date hereof.



We are furnishing this opinion to you solely for your benefit, in connection with the
transactions contemplated under the Loan Documents. This opinion letter is not to be used,
circulated, reproduced, quoted or otherwise referred to or relied upon by anyone else or for any
other purpose without our prior written consent.



Sincerely,




 



 



Mijares, Angoitia, Cortês y Fuentes, S.C.



 


9









 





EXHIBIT B-3




OPINION OF SPECIAL NEW YORK COUNSEL

TO THE ADMINISTRATIVE AGENT



 


2









 





December [ ], 2007




To the Lenders and the Administrative Agent

     referred to below

c/o JPMorgan Chase Bank, N.A.,

     as Administrative Agent

Americas Investment Bank Loan Operations

1111 Fannin, 10th Floor

Houston, Texas 77002




Ladies and Gentlemen:



We have participated in the preparation of the Credit Agreement (the “Credit Agreement”)
dated as of December [ ], 2007 among Empresas Cablevisión, S.A.B. de C.V., a corporation
organized and existing under the laws of the United Mexican States (the “Borrower”), the lenders
listed therein (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (the
“Administrative Agent”) and have acted as special counsel for the Administrative Agent for the
purpose of rendering this opinion pursuant to Section 4.01(c)(i) of the Credit Agreement. Terms
defined in the Credit Agreement are used herein as therein defined.



We have examined originals or copies, certified or otherwise identified to our satisfaction,
of such documents, corporate records, certificates of public officials and other instruments and
have conducted such other investigations of fact and law as we have deemed necessary or advisable
for purposes of this opinion.



Upon the basis of the foregoing, and subject to the assumptions and qualifications set forth
below, we are of the opinion that the Credit Agreement constitutes a valid and binding agreement
of the Borrower enforceable in accordance with its terms, except as limited by bankruptcy,
insolvency or similar laws affecting creditors’ rights generally, including without limitation
laws regarding fraudulent conveyance or transfer, by possible judicial action giving effect to
governmental actions or foreign laws affecting creditors’ rights and by general principles of
equity.


 


 









 





In giving the foregoing opinion, we have assumed, without independent investigation, that (i)
the Borrower has been duly incorporated and is validly existing and in good standing under the laws
of its jurisdiction of incorporation and of each other jurisdiction in which the conduct of its
business or the ownership of its property makes such qualification necessary, (ii) the Borrower has
full power and authority to execute, deliver and perform the Credit Agreement, (iii) the execution,
delivery and performance of the Credit Agreement by the Borrower have been duly authorized by all
requisite corporate action on the part of the Borrower, (iv) the Credit Agreement has been duly
executed and delivered by the Borrower, (v) the execution, delivery and performance of the Credit
Agreement by the Borrower do not require any action by or in respect of, or filing with, any
governmental body, agency or official, and do not and will not violate or constitute a default
under any provision of applicable law or regulation, the memorandum or articles of association or
any other organizational document of the Borrower, or any contract, undertaking, judgment,
injunction, order, decree or other instrument to which the Borrower is a party or by which it is
bound and (vi) the Credit Agreement constitutes a valid and binding agreement of all parties
thereto (other than the Borrower), enforceable against such parties in accordance with its terms.
In addition, we express no opinion as to the effect (if any) of any law of any jurisdiction (except
the State of New York) in which any Lender is located which limits the rate of interest that such
Lender may charge or collect. We express no opinion as to provisions in the Credit Agreement which
subject the Borrower to any claim for deficiency resulting from a judgment being rendered in a
currency other than the currency called for in the Credit Agreement, and we express no opinion as
to (i) whether a New York State or United States federal court would render or enforce a judgment
in a currency other than U.S. Dollars or (2) the exchange rate that such a court would use in
rendering a judgment in U.S. Dollars in respect of an obligation in any other currency. We express
no opinion as to the subject matter jurisdiction of the Federal courts of the United States over
any action between two parties neither of which is a “citizen” of any state for purposes of 28
U.S.C. Section 1332. We note that the selection of U.S. federal courts sitting in New York City
contained in Section 9.09 of the Credit Agreement as the venue for actions for proceedings relating
to the Credit Agreement is subject to the power of such courts to transfer actions pursuant to 28
U.S.C. Section 1404(a).



We are members of the Bar of the State of New York and the foregoing opinion is limited to the
laws of the State of New York and the federal laws of the United States of America. In particular,
we do not purport to be experts on the laws of the United Mexican States and to the extent that
such laws are relevant to the opinions set forth herein, we understand that you will receive
opinions from Mijares, Angoitia, Cortes y Fuentes, S.C., special Mexican counsel to the Borrower,
and Ritch Mueller, S.C., special Mexican counsel to the Administrative Agent.


 


2









 





This opinion is rendered solely to you in connection with the above matter. This opinion may
not be relied upon by you for any other purpose or relied upon by or any other person without our
prior written consent.



Very truly yours,



 


3









 





EXHIBIT B-4




OPINION OF SPECIAL MEXICAN COUNSEL

TO THE ADMINISTRATIVE AGENT



 


 









 





December __, 2007




To the Lenders and the Administrative Agent

     Party to the Credit Agreement referred to below

c/o JPMorgan Chase Bank, N.A.

270 Park Avenue

New York, New York 10017

United States of America




Ladies and Gentlemen:



We have acted as special Mexican counsel to JPMorgan Chase Bank, N.A., as administrative
agent (the “Administrative Agent”), and to the Lenders specified therein, in connection
with the preparation and execution of the Credit Agreement dated as of December
 _____ 

, 2007 (the “Credit Agreement”),
entered into among Empresas Cablevisión, S.A.B. de C.V. (the “Borrower”), the
Administrative Agent and the Lenders therein specified. This opinion is delivered to you pursuant
to Section 4.01(c) (ii) of the Credit Agreement. Unless otherwise defined herein, terms defined in
the Credit Agreement are used herein as therein defined.



In rendering the opinion expressed below, we have examined copies of the following
documents:



(a) the Credit Agreement;



(b) forms of the Notes;



(c) the estatutos sociales of the Borrower;



(d) the powers-of-attorney granted to the attorneys-in-fact acting for the Borrower, in
connection with the execution of the Credit Agreement and the Notes;



(e) such other documents and instruments, and such Mexican laws,
rules or regulations, as we have deemed necessary or appropriate as a basis for the
opinion expressed below.





 


 









 





 We have assumed, without any independent investigation or verification of any kind, (i) the
due authorization and execution by all parties thereto (other than the Borrower) of the Credit
Agreement, and the power and authority of each such party (other than the Borrower), under all
applicable laws, rules, regulations and their constitutive documents, to enter into, execute and perform their respective obligations under the Credit Agreement, (ii) that each of the
aforementioned powers-of-attorney granted by the Borrower has been duly registered with the
relevant Registro Público de Comercio, (iii) that all approvals (other than approvals required
under the laws of Mexico, which are addressed in this opinion) necessary for the validity and
enforceability of the Credit Agreement and the Notes, have been obtained and are in full force and
effect, (iv) the effectiveness, validity, binding effect and enforceability of the Credit Agreement
and the Notes under the laws of the State of New York and of the United States of America, (v) the
genuineness of all signatures and the authenticity of the Credit Agreement, the Notes and all
opinions, documents, instruments and papers submitted to us, (vi) that copies of all opinions,
documents, instruments and papers submitted to us are complete and conform to the originals
thereof, and (vii) that the documents submitted to us have not been amended or modified after the
date thereof in a manner that could reasonably affect the opinion hereinafter expressed. As to
questions of fact material to the opinion hereinafter expressed, we have, when relevant facts were
not independently established by us, relied upon originals or copies, certified or otherwise
identified to our satisfaction, of all such corporate records of the Borrower, and such other
instruments, representations and certificates of public officials, officers and representatives of
the Borrower and such other persons, and we have made such investigations of law, as we have deemed
necessary or appropriate as a basis for the opinion expressed below. We have made no independent
investigation in any public registry.



Based upon the foregoing and subject to the qualifications specified below, we are of the
opinion that:



(1) The Borrower is a sociedad anónima de capital variable, duly organized and validly
existing under the laws of Mexico.



(2) The execution and performance by the Borrower of the Credit Agreement and the Notes, are
within the Borrower’s powers, have been authorized by all corporate action, and the Credit
Agreement and the Notes do not contravene any applicable Mexican Federal law, rule or regulation or
the estatutos sociales of the Borrower.



(3) The Credit Agreement and the Notes have been duly executed by the Borrower, and the Notes
constitute a valid and binding obligation of the Borrower, enforceable against the Borrower in
accordance with their terms.



(4) No authorization or approval by, and no notice to or filing with, any Mexican
governmental authority is required for the execution and performance by the Borrower, of the
Credit Agreement and the Notes, as the case may be, or for the validity or enforceability thereof.



(5) The payment obligations of the Borrower under the Credit Agreement and the Notes, rank at
least pari passu in priority of payment, with all other unsecured and unsubordinated indebtedness
of the Borrower.



(6) There is no tax, deduction or withholding imposed by Mexico either (i) on or by virtue of
the execution of the Credit Agreement and the Notes by the Borrower, or (ii) on any payment to be
made by the Borrower pursuant to the Credit Agreement or the Notes, except for a
withholding tax on payments of interest, commissions and fees made by the Borrower to the Administrative Agent or any Lender
that is not a resident of Mexico for tax purposes, imposed under the Ley del Impuesto Sobre la
Renta (the Mexican Income Tax Law).


 


23









 





(7) The choice of New York law as the governing law of the Credit Agreement and the
Notes is a valid choice of law.



(8) The submission by the Borrower to the jurisdiction of any court of the United States of
America located in New York or of the courts of the State of New York, United States of America,
contained in the Credit Agreement and the Notes, is a valid submission to jurisdiction.



(9) Any judgment obtained against the Borrower in any of the courts specified in the Credit
Agreement or the Notes, as the case may be, arising out of or in relation to the obligations of
the Borrower under the Credit Agreement or the Notes, as the case may be, would be enforceable in
Mexico against the Borrower pursuant to Article 1347A of the Commerce Code (COdigo de Comercio),
which provides, inter alia, that any judgment rendered outside Mexico may be enforced by Mexican
courts, provided that:




(a) such judgment is obtained in compliance with legal requirements of the jurisdiction of
the court rendering such judgment and in compliance with all legal requirements of the
Credit Agreement or the Notes, as the case may be;



(b) such judgment is strictly for the payment of a certain sum of money, based on an
in personam (as opposed to an in rem) action;



(c) service of process was made personally on the Borrower or on the appropriate process
agent;



(d) such judgment does not contravene Mexican law, public policy of Mexico,
international treaties or agreements binding upon Mexico or generally accepted
principles of international law;




(e) the applicable procedure under the laws of Mexico with respect to the enforcement of
foreign judgments (including issuance of a letter rogatory by the competent authority of
such jurisdiction requesting enforcement of such judgment and the certification of such
judgment as authentic by the corresponding authorities of such jurisdiction in accordance
with the laws thereof) is complied with;




(f) such judgment is final in the jurisdiction where obtained;




(g) the courts of such jurisdiction recognize the principles of reciprocity in
connection with the enforcement of Mexican judgments in such jurisdiction; and




(h) the action in respect of which judgment is rendered is not the subject matter
of a lawsuit among the same parties pending before a Mexican court.


 


24









 





(10) The Notes qualify as negotiable instruments (titulos de credito) under Mexican law and
may be enforced through executory proceedings (accidn ejecutiva mercantil).



The foregoing opinion is subject to the following qualifications:



(a) enforcement of the Credit Agreement and the Notes may be limited by bankruptcy, concurso
mercantil, quiebra, insolvency, liquidation, reorganization, moratorium and other similar laws of
general application relating to or affecting the rights of creditors generally;



(b) in any proceedings brought in the courts of Mexico for the enforcement of the
Credit Agreement or the Notes against the Borrower, a Mexican court would apply Mexican
procedural law;



(c) in the event that proceedings are brought in Mexico, seeking performance of the
obligations of the Borrower in Mexico, pursuant to the Ley Monetaria de los Estados Unidos
Mexicanos (the Mexican Monetary Law), the Borrower may discharge its obligations by paying any sum
due in a currency other than Mexican currency, in Mexican currency at the rate of exchange
prevailing in Mexico on the date when payment is made;



(d) provisions of the Credit Agreement or the Notes granting discretionary authority to the
Administrative Agent or any Lender cannot be exercised in a manner inconsistent with relevant facts
nor defeat any requirement from a competent authority to produce satisfactory evidence as to the
basis of any determination; in addition, under Mexican law, the Borrower Will have the right to
contest in court any notice or certificate of the Administrative Agent or any Lender purporting to
be conclusive and binding;



(e) in the event that any legal proceedings are brought to the courts of Mexico, a Spanish
translation of the documents required in such proceedings prepared by a court-approved translator,
would have to be approved by the court after the defendant had been given an opportunity to be
heard with respect to the accuracy of the translation, and proceedings would thereafter be based
upon the translated documents;



(f) in any bankruptcy proceeding initiated in Mexico pursuant to the laws of Mexico, labor
claims, claims of tax authorities for unpaid taxes, Social Security quota, Workers’ Housing Fund
quota and Retirement Fund quota will have priority over claims of the Administrative Agent or any
Lender;



(g) with respect to provisions contained in the Credit Agreement and the Notes in connection
with service of process, it should be noted that service of process by mail does not constitute
personal service of process under Mexican law and, since such service is considered to be a basic
procedural requirement, if for purposes of proceedings outside Mexico service of process is made by
mail, a final judgment based on such process would not be enforced by the courts of Mexico;



(h) covenants of the Borrower which purport to bind any of them on matters reserved by
law to shareholders, or which purport to bind shareholders to vote or refrain from voting
shares issued by any company owned by them, are not enforceable through specific performance, but may result in an
acceleration of amounts payable under the Credit Agreement;


 


25









 





(i) Mexican law does not permit the collection of interest-on-interest and, consequently,
relevant provisions of the Credit Agreement and the Notes may not be enforceable in Mexico.



We are qualified to practice law in Mexico. We express no opinion as to any laws other than
the laws of Mexico in effect on the date hereof or as to any matters not expressly covered herein.
We express no opinion as to rights, obligations or other matters (including change of law or other
circumstances) arising subsequent to the date hereof. We assume no responsibility to advise you of
any change to our opinion subsequent to the date hereof.



This opinion is addressed to you solely for your benefit and it is not to be transmitted to
anyone else nor is it to be relied upon by anyone else or for any other purpose or quoted or
referred to in any public document or filed with anyone without our express consent.



	 	 	 	 	 
	 

	 	Very truly yours,

	 
	 	 	 	 
	 

	 	Ritch Mueller, S.C.

	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Luis A. Nicolau, a partner





 


26









 





EXHIBIT C




FORM OF NOTE



 


 









 





EXHIBIT C




FORM OF NOTE




NO NEGOCIABLE

NON-NEGOTIABLE




PAGARE

PROMISSORY NOTE




	 	 	 
	U.S.$225,000,000.00 DIIs.

	 	E.U.A.$225,000,000.00 DIs.
	 
	 	 
	For value received, the undersigned, Empresas Cablevisión, S.A.B. de
C.V., by this Promissory Note unconditionally promises to pay to J.P.
Morgan Chase Bank, N.A. (the “Bank”), the principal sum of
U.S.$225,000,000.00 (TWO HUNDRED AND TWENTY FIVE MILLION
DOLLARS OF THE UNITED STATES OF AMERICA 00/100), payable
on December _, 2012 (the “Maturity Date”). If the Maturity Date is not a
Business Day (as defined below), then payment shall be made on the
next succeeding Business Day.

	 	Por valor recibido, la suscrita, Empresas Cablevisión, S.A.B. de
C.V., por este Pagarê promete incondicionalmente pagar a J.P.
Morgan Chase Bank, N.A. (el “Banco”), la suma principal de
E.U.A.$225,000,000.00 (DOSCIENTOS VEINTICINCO
MILLONES DE DOLARES DE LOS ESTADOS UNIDOS DE
AMERICA 00/100), pagadera el dia     de diciembre de 2012 (la
“Fecha de Vencimiento”). Si la Fecha de Vencimiento no fuere un
Dia Habil (como se define a continuaci6n), entonces el pago se
hara el siguiente Dia Habil.
	 
	 	 
	The undersigned also promises to pay interest on the outstanding and
unpaid principal amount of this Promissory Note, for each day during
each Interest Period (as defined below), from the date hereof until the
amount hereof shall have been paid in full, at a rate per annum equal to
the sum of the Applicable Margin (as defined below) for such day plus
the Adjusted LIBO Rate (as defined below) applicable to such Interest
Period. Interest shall be payable in arrears, on each Interest Payment
Date (as defined below).

	 	La suscrita promete, asi mismo, pagar intereses sobre el saldo
insoluto de la suma de principal de este Pagaró, por cada dia
respecto de cada Periodo de Intereses (como se define a
continuacion), desde la fecha del presente hasta que hubiere
pagado totalmente el saldo insoluto, a una tasa anual igual al
Margen Aplicable (como se define a continuaci6n) para el dia de
que se trate mas la Tasa LIBO (como se define a continuacion)
aplicable a dicho Period() de Intereses. Los intereses seran
pagaderos en forma vencida, en cada Fecha de Pago de
Intereses (como se define a continuaci6n).
	 
	 	 
	Any principal amount and (to the extent permitted by applicable law)
interest not paid when due under this Promissory Note, shall bear
interest for each day until paid, at a rate per annum equal to the sum of
2.00% plus the interest rate then applicable hereunder as provided in
the preceding paragraph.

	 	Cualquier monto de principal y (en la medida permitida por
legislacion aplicable) de intereses que no sea pagada cuando sea
debida conforme a este Pagaró, devengara intereses por cada dia
hasta que sea pagado, a una tasa anual igual a la suma de 2.00%
mas la tasa de interes aplicable conforme al parrafo anterior.
	 
	 	 
	Interest hereunder shall be computed on the basis of a year of 360
days, and in each case shall be payable for the actual number of days
elapsed in the relevant period (including the first day but excluding the
last day).

	 	Los intereses conforme al presente seran calculados sobre la
base de un alio de 360 dias, y en cada caso seran pagaderos por
el namero de dias transcurridos en el periodo de que se trate
(incluyendo el primer dia, pero excluyendo el Ultimo dia).
	 
	 	 
	For purposes of this Promissory Note, the following terms shall have the following meanings:

	 	Para efectos de este Pagare, los siguientes tórminos tendran los siguientes significados:
	 
	 	 
	“Administrative Agent” means JPMorgan Chase Bank, N.A.

	 	“Aqente Administrativo” significa JPMorgan Chase Bank, N.A.
	 
	 	 
	“Adjusted LIBO Rate” means an interest rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO
Rate for such Interest Period multiplied by (b) the Statutory Reserve
Adjustment.

	 	“Tasa LIBO Aiustada” significa la tasa de interas anual
(redondeada hacia arriba, de ser necesario, al siguiente 1/16 del
1%) igual a (a) la Tasa LIBO respecto de dicho Periodo de
Intereses multiplicada por (b) la Reserva Legal Ajustada.
	 
	 	 
	“Applicable Margin” means 0.400 % per annum.

	 	“Margen Aplicable” significa 0.400 % anual.
	 
	 	 
	“Business Day” means any day except a Saturday, Sunday or other
day on which commercial banks in Mexico City, Mexico, or New York
City, United States of America, are authorized or required by law to
close, and any day on which commercial banks are not open for
international business in London, England, including dealings in United
States dollar deposits in the London interbank market.

	 	“Dia Habil” significa cualquier dia excepto por sabado, domingo o
cualquier otro dia en el que los bancos comerciales en la ciudad
de Mexico, Mexico, o de Nueva York, Estados Unidos de America,
estan autorizados o sean requeridos por ley para cerrar, y
cualquier otro dia en que los bancos comerciales no est&
abiertos para Ilevar a cabo operaciones internacionales en
Londres, Inglaterra, incluyendo operaciones respecto de
depositos en dolares de los Estados Unidos en el mercado
interbancario de Londres.
	 
	 	 
	“Interest Payment Date” means the last day of
each Interest Period.

	 	“Fecha de Pago de Intereses” significa el Ultimo dia de cada
Periodo de Intereses.





 


 









 





	 	 	 
	“Interest Period” means (i) in the case of the first Interest Period, the
period commencing on the date hereof and ending on                     
and (ii) for each subsequent Interest Period, the period commencing on
the last date of the Interest Period then ending and ending on the
numerically corresponding day of the
 _____ 

calendar month
thereafter; provided that (x) if any Interest Period would end on a day
which is not a Business Day, such Interest Period shall be extended to
the next succeeding Business Day unless such next succeeding
Business Day falls in another calendar month, in which case such
Interest Period shall end on the next preceding Business Day, (y) any
Interest Period that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day
in the last calendar month of such Interest Period) shall end on the last
Business Day of the last calendar month of such Interest Period, and
(z) any Interest Period that would otherwise end after the Maturity Date,
shall instead end on the Maturity Date.

	 	“Periodo de Intereses” significa (i) en el caso del primer Periodo
de Intereses, el periodo que inicie en la fecha del presente y que
termine el de
 _____ 

de
 _____, y (ii) en el caso de cada
Periodo de Intereses siguiente, el periodo que inicie el ultimo dia
del Periodo de Intereses anterior y que termine en el dia
numOricamente correspondiente del
 _____ 

mes calendario
siguiente; en el entendido que (x) si cualquier Periodo de
Intereses terminaria en una fecha que no sea un Dia Habil, tal
Periodo de Intereses se extenders al siguiente Dia Habil salvo
que tal Dia Habil siguiente tuviere lugar en otro mes calendario,
caso en el cual tal Periodo de Intereses terminara en el Dia Habil
anterior, (y) cualquier Period() de Intereses que inicie en el Ultimo
Dia Habil de un mes calendario (o en un dia en que no hays dia
numóricamente correspondiente en el Ultimo mes calendario de
tal Periodo de Intereses) terminara el ultimo Dia Habil del Ultimo
mes calendario de tal Periodo de Intereses, y (z) cualquier
Periodo de Intereses que terminaria despuas de la Fecha de
Vencimiento, terminara en la Fecha de Vencimiento.
	 
	 	 
	“LIBO Rate” means, for any Interest Period, the rate per annum equal
to the British Bankers Association LIBOR Rate (“BBA LIBOR”) from
Telerate Successor Page 3750, as published by Reuters (or, if such
source is unavailable, other commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent
from time to time to the undersigned) at approximately 11:00 a.m.,
London time, [three] Business Days prior to the commencement of such
Interest Period, as the rate (rounded upwards, if necessary, to the next
1/16 of 1%) for deposits in United States dollars with a maturity
comparable to such Interest Period. If such rate is not available at such
time for any reason, then the “LIBO Rate” for such Interest Period shall
be the rate at which United States dollar deposits of $5,000,000 and for
a maturity comparable to such Interest Period are offered by the
principal London office of the Administrative Agent in immediately
available funds in the London interbank market at approximately 11:00
a.m., London time, [three] Business Days before the beginning of such
Interest Period.

	 	“Tasa LIBO” significa, respecto de cualquier Periodo de Intereses,
la tasa anual igual a la Tasa LIBOR de la Asociacion de
Banqueros Britanicos (“LIBOR BBA”) que aparezca en la Pagina
Sucesora Telerate 3750, que publique Reuters (o si dicha fuente
no esta disponible, cualquier otra fuente comercialmente
disponible que divulgue cotizaciones de la LIBOR BBA segim lo
determine periodicamente el Agente Administrativo a la suscrita),
aproximadamente a las 11:00 a.m., hora de Londres, [tres] Dias
Habiles antes del inicio de tal Periodo de Intereses, como la tasa
(redondeada hacia arriba, de ser necesario, al siguiente 1/16 del
1%) para depositos en dolares de los Estados Unidos con
vencimiento comparable a tal Periodo de Intereses. En el caso
que tal tasa no estuviere disponible en ese momento por
cualquier causa, entonces la “Tasa LIBO” pars tal Periodo de
Intereses sera el la tasa a la que depOsitos en dOlares de los
Estados Unidos, por una suma de principal de EUA$5,000,000 y
con una fecha de vencimiento comparable a dicho Periodo de
Intereses, sean ofrecidos por la oficina principal en Londres del
Agente Administrativo, en fondos inmediatamente disponibles, en
el mercado interbancario de Londres, aproximadamente a las
11:00 a.m., hora de Londres, [tres] Dias Habiles antes del inicio
de tal Periodo de Intereses.
	 
	 	 
	“Other Taxes” means any and all documentary taxes and any other
excise or property taxes, or similar charges or levies, including any
penalties, fines or interest arising therefrom or with respect thereto
imposed by Mexico, and which arise from any payment made by the
undersigned under this Promissory Note or from the enforcement of, or
otherwise with respect to, this Promissory Note (including any of the
foregoing that are imposed or that arise in the future).

	 	“Otros Impuestos” significa cualesquiera impuestos del timbre o
documentales y cualquier otra contribucion o impuesto sobre la
propiedad, o cargas o aportaciones gubernamentales, incluyendo
recargos, multas e intereses que resulten de los anteriores o
relacionados con los mismos, que sean impuestos por Mexico, y
que resulten de cualquier pago hecho por la suscrita conforme a
este Pagaréo de la ejecucion de, o con respecto a, este Pagara
(incluyendo cualquiera de los anteriores que sean impuestos o
existan en el futuro).
	 
	 	 
	“Statutory
Reserve Adjustment” means a fraction (expressed as a
decimal), the numerator of which is the number one and the
denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special,
emergency or supplemental reserves) expressed as a decimal
established by the Board of Governors of the Federal Reserve System
of the United States of America (the “Federal Reserve Board”) to which
the Administrative Agent is subject with respect to eurocurrency funding
(currently referred to as “Eurocurrency Liabilities” in Regulation D of the
Federal Reserve Board). Such reserve percentages will include those
imposed pursuant to such Regulation D. The Statutory Reserve
Adjustment will be adjusted automatically on and as of the effective
date of any change in any applicable reserve percentage.

	 	“Reserva Legal Aiustada” significa la fracci6n (expresada en
decimales), el numerador de la cual es el numero uno y el
denominador de la cual es el niimero uno menos el total de los
porcentajes maximos de reserva (incluyendo cualesquiera
reserves marginales, especiales, de emergencia o
complementarias) expresada como un decimal serialada por la
Junta de Gobierno del Sistema de la Reserva Federal de los
Estados Unidos de America (la “Reserva Federal”) a la que el
Agente Administrativo esta sujeto con respecto de pasivos en
euromonedas (referidas en esta fecha como “Pasivos en
Euromonedas” en la Regla D de la Reserva Federal. Tales
porcentajes de reserva incluirân los que se impongan de acuerdo a
la Regla D. La Reserva Legal Ajustada sera ajustada
autornaticamente precisamente en la fecha de eficacia de
cualquier modificacion a cualquier porcentaje de reserva
aplicable.





 


2









 





	 	 	 
	“Taxes” means any and all taxes, duties, levies, imposts, contributions,
deductions, charges or withholdings, of any nature, imposed by Mexico
(or any political subdivision thereof, or taxing authority therein), and any
penalties, fines or interest thereon, excluding, in the case of the holder
hereof, taxes, duties, levies, imposts, deductions, charges and
withholdings imposed on (or measured by) its net income, and branch
profits, franchise or taxes imposed on it (other than Other Taxes due to
a connection between such holder and Mexico other than the holding of
this Promissory Note).

	 	“Impuestos" significa cualesquiera impuestos, derechos,
aportaciones, contribuciones, deducciones, cargas o retenciones,
de cualquier naturaleza, determinadas por Mexico (o cualquier
division politica de Mexico o autoridad fiscal mexicana), y
cualesquiera recargos, multas e intereses que resulten de los
anteriores, excluyendo, respecto del tenedor del presente,
impuestos, derechos, aportaciones, contribuciones, deducciones,
cargas o retenciones impuestas respecto de (o determinadas
considerando) sus ingresos netos, y cualquier impuesto a
sucursales, de franquicias y otros impuestos determinados
tenedor (excepto por Otros Impuestos resultantes de que exista
un punto de contacto entre el tenedor y Mexico distinto de la
tenencia de este Pagare).
	 
	 	 
	All payments by the undersigned of principal, interest and other
payments hereunder shall be made without setoff or counterclaim not
later than 12:00 (noon), New York City time, on the date due, in
immediately available funds, at the office of the Administrative Agent
located at JPMorgan Chase Bank, N.A., Americas Investment Bank
Loan Operations, 1111 Fannin, 10th Floor, Houston, Texas 77002. The
undersigned agrees to pay all reasonable out-of-pocket expenses
incurred by the holder hereof, including any fees, charges and
disbursements of any counsel for such holder, in connection with the
enforcement or protection of its rights under this Promissory Note.

	 	Todos los pagos que deban hacerse conforme a este Pagaré por
la suscrita, de principal, intereses y por otros conceptos seran
efectuados sin compensacion o defensa, antes de las 12:00 p.m.,
hora de la ciudad de Nueva York, en la fecha en que sean
pagaderos, en fondos disponibles inmediatamente, en la oficina
del Agente Administrativo localizada en JPMorgan Chase Bank,
N.A., Americas Investment Bank Loan Operations, 1111 Fannin,
10th Floor, Houston, Texas 77002. La suscrita conviene en pagar
todos los costos y gastos razonables en que incurra el tenedor del
presente, incluyendo honorarios, gastos y desembolsos del
representante legal de dicho tenedor, respecto de la ejecucion y
proteccion de sus intereses conforme al presente Pagaré.
	 
	 	 
	Any and all payments by the undersigned to or for the account of the
holder hereof shall be made without deduction or withholding for any
Taxes or Other Taxes; provided that, if the undersigned shall be
required by law, rule or regulation to deduct or withhold any Taxes or
Other Taxes from any such payments, then (i) the sum payable by the
undersigned to the holder hereof shall be increased as necessary so
that after making all required deductions and withholdings (including
deductions and withholding applicable to additional sums payable
hereunder), the holder hereof receives an amount equal to the sum it
would have received, had no deductions or withholdings been made, (ii)
the undersigned shall make such deductions or withholdings, and (iii)
the undersigned shall pay the full amount deducted or withheld to the
relevant taxation authority or other authority in accordance with
applicable law.

	 	Todos los pagos por parte de la suscrita a favor y para beneficio
del tenedor del presente se realizaran libres de y sin deduccion o
retencion alguna respecto de cualesquiera Impuestos u Otros
Impuestos; en el entendido que, si la suscrita estuviere obligada,
por ley, reglamento o regla a deducir o retener cualesquiera
Impuestos u Otros Impuestos de dichos pagos, entonces (i) la
cantidad pagadera por la suscrita al tenedor del presente Pagaré
se incrementarâ en la medida necesaria para que, una vez que
todas las deducciones o retenciones requeridas (incluyendo las
deducciones o retenciones aplicables a las cantidades adicionales
pagaderas conforme al presente) hayan sido realizadas, el
tenedor del presente Pagaré reciba una cantidad igual a la
cantidad que hubiere recibido, si no se hubieren realizado dichas
deducciones o retenciones, (ii) la suscrita realizara dichas
deducciones o retenciones, y (Hi) la suscrita pagara la cantidad
total deducida o retenida a la autoridad fiscal o cualquier otra
autoridad correspondiente de conformidad con la legislacion
aplicable.
	 
	 	 
	This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York, United States of
America; provided, however that if any action or proceedings in
connection with this Promissory Note were brought to any courts in the
United Mexican States, this Promissory Note shall be deemed as
governed under the laws of the United Mexican States.

	 	Este Pagaré se regira e interpretara de acuerdo con las leyes del
Estado de Nueva York, Estados Unidos de America; en el entendido,
sin embargo de que si cualquier accion o
procedimiento en relacion con este Pagaré se iniciara en los
tribunales de los Estados Unidos Mexicanos, este Pagaré se
considerará regido de acuerdo con las leyes de los Estados
Unidos Mexicanos.
	 
	 	 
	Any legal action or proceeding arising out of or relating to this
Promissory Note may be brought before the Supreme Court of the
State of New York, sitting in New York County, State of New York,
United States of America, and the United States District Court of the
Southern District of New York, State of New York, United States of
America, and any appellate court from any thereof, or in the courts
located in the City of Mexico, Federal District, United Mexican States;
the undersigned waives the jurisdiction of any other courts.

	 	Cualquier accion o procedimiento legal que derive o se relacione
con este Pagaré podra ser instituido ante la Suprema Corte del
Estado de Nueva Cork, con asiento en el Condado de Nueva
York, Estado de Nueva York, Estados Unidos de America, y en el
Tribunal de Distrito de los Estados Unidos para Distrito Sur de
Nueva York, Estado de Nueva York, Estados Unidos de America,
y cualquier tribunal de apelacion respecto de los anteriores, o
cualquier tribunal localizado en la ciudad de Mexico, Distrito
Federal, Estados Unidos Mexicanos, renunciando la suscrita a la
jurisdiccion de cualesquiera otros tribunales.
	 
	 	 
	The undersigned hereby waives diligence, demand, protest,
presentment, notice of dishonor or any other notice or demand
whatsoever in respect of this Promissory Note.

	 	La suscrita en este acto renuncia a diligencia, demanda, protesto,
presentacion, notificacion de no aceptacion y a cualquier
notificacion o demanda de cualquier naturaleza respecto de este
Pagarg.





 


3









 





	 	 	 
	This Promissory Note is executed in both English and Spanish
versions. In the case of any conflict or doubt as to the proper
construction of this Promissory Note, the English version shall govern.
Notwithstanding the foregoing, any action or proceeding brought in any
court in the United Mexican States, the Spanish version shall be
controlling.

	 	El presente Pagaré se suscribe en versiones en ingles y espanol.
En caso de conflicto o duda en relacion con la debida
interpretación de este Pagaré, la version en ingles prevalecerá.
No obstante lo anterior, cualquier procedimiento iniciado en los
Estados Unidos Mexicanos, prevalecerá la version en espanol.
	 
	 	 
	IN WITNESS WHEREOF, the undersigned has duly executed this
Promissory Note as of the date mentioned below.

	 	EN VIRTUD DE LO CUAL, la suscrita ha firmado este Pagare en
la fecha abajo mencionada.






Mexico,
Distrito Federal, Estados Unidos Mexicanos, a
    de diciembre de 2007.

Mexico, Federal District, United Mexican States, December_, 2007.




	 	 	 	 	 
	 

	 	Empresas Cablevisión, S.A.B. de C.V.	 	 
	 
	 	 	 	 
	Por/By
	 	 	 	 
	 

	 	 

Nombre/Name::

Cargo/Title:
	 	 







 


 












 







EXHIBIT D




FORM OF BORROWING REQUEST




JPMorgan Chase Bank, N.A.,

     as Administrative Agent

Attention of Tokunbo Tayo

Americas Investment Bank Loan Operations

1111 Fannin, 10th Floor

Houston, Texas 77002




This notice shall constitute a “Borrowing Request” pursuant to Section 2.02 of the Credit
Agreement dated as of December 19, 2007 among Empresas Cablevisión, S.A.B. de C.V., the Lenders
parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as the same may be amended
from time to time, the “Credit Agreement”). Capitalized terms not otherwise defined herein have
the meanings ascribed to them in the Credit Agreement.




	 	1.	 	The date of the Borrowing shall be                     ,
2007.
	 
	 	2.	 	The aggregate amount of the Borrowing shall be
$                    .
	 
	 	3.	 	The duration of the initial Interest Period for
the Loans comprising this Borrowing shall be                     .





	 	 	 	 	 
	 	EMPRESAS CABLEVISIóN, S.A.B. DE C.V.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 
	 	Date:  	 	 



 


 









 





	 	 	 	 	 



EXHIBIT E




NOTICE OF INTEREST PERIOD ELECTION3




JPMorgan Chase Bank, N.A.,

     as Administrative Agent

Attention of Tokunbo Tayo

Americas Investment Bank Loan Operations

1111 Fannin, 10th Floor

Houston, Texas 77002





This notice shall constitute a “Notice of Interest Period Election” pursuant to Section 2.06
of the Credit Agreement dated as of December 19, 2007 among Empresas Cablevisión, S.A.B. de C.V.,
the Lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as the same may
be amended from time to time, the “Credit Agreement”). Capitalized terms not otherwise defined
herein have the meanings ascribed to them in the Credit Agreement.




	 	1.	 	The date on which the continuation selected is to be effective is                     , 20_____.
	 
	 	2.	 	The duration of the new Interest Period for the Loans shall be                     .4





	 	 	 	 	 
	 	EMPRESAS CABLEVISIóN, S.A.B. DE C.V.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Date: __________________, ____




 






	 	 	 
	3	 	Deliver to the Administrative Agent not later than
12:00 Noon (New York City time) on the third Business Day before such election
is to be effective.
	 
	4	 	Insert appropriate Interest Period pursuant to the
definition thereof.



 


 









 









EXHIBIT F




TERMS OF SUBORDINATION





The Subordinate Debt shall, to the extent hereinafter set forth, be subordinate to the Senior
Debt.



(a) Unless and until the Senior Debt shall have been paid in full and all commitments to
extend Senior Debt shall have terminated, neither the Borrower nor any of its Subsidiaries shall
make, and the Subordinated Lender shall not demand, accept or receive, or attempt to collect or
commence any legal proceedings to collect, any direct or indirect payment (in cash or property or
by setoff, exercise of contractual or statutory rights or otherwise) of or on account of the
Subordinated Debt (including any payment in respect of redemption or purchase or other acquisition
of the Subordinated Debt) or any interest thereon.



(b) Unless and until the Senior Debt shall have been paid in full and all commitments to
extend Senior Debt shall have terminated, the Subordinated Lender will not commence or maintain any
action, suit or any other legal or equitable proceeding against the Borrower or any of its
Subsidiaries, or join with any creditor in any such proceeding, under any insolvency, bankruptcy,
receivership, liquidation, reorganization or other similar law, unless the Senior Debt Holders
shall also join in bringing such proceeding; provided that the foregoing shall not prohibit the
Subordinated Lender from filing a proof of claim or otherwise participating in any such proceeding
not commenced by it (subject to subsection (l) below).



(c) In the event of any Bankruptcy Proceeding relative to the Borrower or to substantially all
of the property of the Borrower and its Subsidiaries, then:




(i) the Senior Debt Holders shall first be entitled to receive payment in full of the
Senior Debt before the Subordinated Lender is entitled to receive any payment on account
or in respect of Subordinated Debt; and




(ii) any payment or distribution of assets of the Borrower or any of its Subsidiaries
of any kind or character, whether in cash, property or securities to which the
Subordinated Lender would be entitled in respect of the Subordinated Debt, but for the
provisions of these terms of subordination, shall be paid or distributed by the
liquidating trustee or agent or other person making such payment or distribution, whether
a trustee in bankruptcy, a receiver or liquidating trustee or other trustee or agent,
directly to the Senior Debt Representative on behalf of and for the benefit of the Senior
Debt Holders to the extent necessary to make payment in full of all amounts of Senior Debt
remaining unpaid, after giving effect to any concurrent payment or distribution to the
Senior Debt Holders.


 


 









 





(d) Should any payment or distribution or security or the proceeds of any thereof be collected
or received by the Subordinated Lender in respect of the Subordinated Debt, at a time when the
payment thereof by the Borrower or any of its Subsidiaries is prohibited by these terms of
subordination, the Subordinated Lender will
forthwith deliver the same to the Senior Debt Representative on behalf of the Senior Debt
Holders for the equal and ratable benefit of the Senior Debt Holders in precisely the form received
(except for the endorsement or the assignment of or by the Subordinated Lender where necessary) for
application to payment of the Senior Debt in accordance with the Credit Agreement, after giving
effect to any concurrent payment or distribution to the Senior Debt Holders and, until so
delivered, the same shall be held in trust by the Subordinated Lender as the property of the Senior
Debt Holders.



(e) The Subordinated Lender shall not be subrogated to the rights of the Senior Debt Holders
to receive payments or distributions of assets of the Borrower or any of its Subsidiaries until all
amounts payable with respect to the Senior Debt shall be paid in full; and, for the purposes of
such subrogation, no payments or distributions to the Senior Debt Holders of any cash, property or
securities with respect to the Subordinated Debt to which the Subordinated Lender would be entitled
except for these provisions shall, as among the Borrower, its Subsidiaries, their respective
creditors other than the Senior Debt Holders, and the Subordinated Lender, be deemed to be a
payment by the Borrower to or on account of the Senior Debt. These terms of subordination are and
are intended solely for the purpose of defining the relative rights of the Subordinated Lender, on
the one hand, and the Senior Debt Holders, on the other hand with respect to the Subordinated Debt.



(f) Subject to the payment in full of the Senior Debt, the Subordinated Lender shall be
subrogated to the rights of the Senior Debt Holders to receive payments or distributions of cash,
property or securities of the Borrower or any of its Subsidiaries applicable to the Senior Debt
until all amounts owing on the Subordinated Debt shall be paid in full. For purposes of such
subrogation, no payments or distributions to the Subordinated Lender of cash, property, securities
or other assets by virtue of the subrogation herein provided which otherwise would have been made
to the Senior Debt Holders shall, as between the Borrower, its Subsidiaries, their respective
creditors other than the Senior Debt Holders and the Subordinated Lender, be deemed to be a payment
to or on account of the Subordinated Debt. The Subordinated Lender agrees that, in the event that
all or any part of any payment made on account of the Senior Debt is recovered from the Senior Debt
Holders as a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or
similar law, any payment or distribution received by the Subordinated Lender on account of the
Subordinated Debt at any time after the date of the payment so recovered, whether pursuant to the
right of subrogation provided for in these terms of subordination or otherwise, shall be deemed to
have been received by the Subordinated Lender in trust as the property of the Senior Debt Holders
and the Subordinated Lender shall forthwith deliver the same to the Senior Debt Representative and
any other representative on behalf of the Senior Debt Holders for the equal and ratable benefit of
the Senior Debt Holders for application to payment of the Senior Debt in full.


 


 









 





(g) The Subordinated Lender hereby waives any and all notice in respect of the Senior Debt,
present or future, and agrees and consents that without notice to or assent by the Subordinated
Lender:




(i) the obligation and liabilities of the Borrower or any of its Subsidiaries or any
other party or parties for or upon the Senior Debt (or any
promissory note, security document or guaranty evidencing or securing the same) may,
from time to time, in whole or in part, be renewed, extended, modified, amended, restated,
accelerated, compromised, supplemented, terminated, sold, exchanged, waived or released in
accordance with the Loan Documents;




(ii) the Senior Debt Representative and the Senior Debt Holders may exercise or
refrain from exercising any right, remedy or power granted by or in connection with any
agreements relating to the Senior Debt in connection with the Loan Documents; and




(iii) any balance or balances of funds with any Senior Debt Holders at any time
standing to the credit of the Borrower or any of its Subsidiaries may, from time to time,
in whole or in part, be surrendered or released;



all as the Senior Debt Representative or the Senior Debt Holders may deem advisable and all without
impairing, abridging, diminishing, releasing or affecting the subordination of the Subordinated
Debt to the Senior Debt provided for herein.



(h) Nothing contained in these terms of subordination is intended to or shall impair, as
between the Borrower, its Subsidiaries, their respective creditors other than the Senior Debt
Holders, and the Subordinated Lender, the obligation of the Borrower and/or its Subsidiaries, which
is absolute and unconditional, to pay to the Subordinated Lender the principal of, premium, if any,
and interest and other amounts due on the Subordinated Debt, as and when the same shall become due
and payable (subject to the subordination provisions in these terms of subordination for the
benefit of the Senior Debt Holders) in accordance with its terms, or is intended to or shall affect
the relative rights of the Subordinated Lender and other creditors of the Borrower or any of its
Subsidiaries other than the Senior Debt Holders.



(i) The Subordinated Lender acknowledges and agrees that the Senior Debt Holders have relied
upon and will continue to rely upon the subordination provided for herein in entering into the Loan
Documents and in extending credit to the Borrower pursuant thereto.



(j) No present or future Senior Debt Holder shall be prejudiced in its right to enforce the
subordination contained herein in accordance with the terms hereof by any act or failure to act on
the part of the Borrower, any of its Subsidiaries or the Subordinated Lender. The subordination
provisions contained herein are for the benefit of the Senior Debt Holders from time to time and,
so long as the Senior Debt is outstanding, may not be rescinded, cancelled or modified in any way
without the prior written consent thereto of all Senior Debt Holders.



(k) Notwithstanding anything to the contrary in these subordination provisions, upon any
payment or distribution of assets of the Borrower or any of its Subsidiaries in any Bankruptcy
Proceeding, the Subordinated Lender shall be entitled to rely upon any final order or decree made
by any court of competent jurisdiction in which any such proceedings are pending for the purpose of
ascertaining the persons entitled to participate in such payment or distribution, the Senior Debt
Holders and other debt of the
Borrower or any of its Subsidiaries, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto.


 


 









 





(l) The Subordinated Lender hereby irrevocably authorizes the Senior Debt Representative, to
the extent permitted by law and so long as the Senior Debt remains outstanding, (i) to file on the
Subordinated Lender’s behalf proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims with respect to the Subordinated Debt allowed in any
Bankruptcy Proceeding and (ii) to authorize or consent to, or accept or adopt on behalf of the
Subordinated Lender, any plan of reorganization, arrangement, adjustment or composition affecting
the Subordinated Debt or the rights of the Subordinated Lender with respect thereto, or otherwise
vote the claim or claims in respect of the Subordinated Debt in any Bankruptcy Proceeding. The
Senior Debt Representative is further entitled and empowered to the extent permitted by law and so
long as Senior Debt remains outstanding to collect, receive and distribute any money, securities or
other property payable or deliverable upon conversion or exchange of the Subordinated Debt or upon
any such claims. Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by the Subordinated Lender to
make such payments to the Senior Debt Representative and, if the Senior Debt Representative
consents to the making of such payments directly to the Senior Debt Holders, to pay to the Senior
Debt Representative any amount due to it under the Loan Documents.



(m) These Terms of Subordination shall be binding upon any holder of Subordinated Debt and
upon the successors and assigns of the Subordinated Lender; and all references herein to the
Subordinated Lender shall be deemed to include any successor or successors, whether immediate or
remote, to the Subordinated Lender.



(n) Notwithstanding anything contained herein, the Borrower or any of its Subsidiaries may (i)
pay any fees, costs and expenses due to the Subordinated Lender and (ii) if the Subordinated Lender
(at its discretion) agrees, pay any of the Subordinated Debt, in each case by means of an issuance
of equity interests (other than indebtedness) of the Borrower or any of its Subsidiaries.



Definitions:



“Bankruptcy Proceeding” means any proceeding, whether voluntary or involuntary, with respect
to the Borrower or its debts or assets under any insolvency, bankruptcy, receivership, liquidation,
reorganization or other similar law now or hereafter in effect, including for the winding up or
dissolution of the Borrower, and including any such proceeding involving the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for the foregoing.



“Borrower” means Empresas Cablevisión, S.A.B. de C.V.



“Credit Agreement” means the Credit Agreement dated as of December 19, 2007 between the
Borrower, the lenders parties thereto and the Senior Debt Representative.


 


 









 





“Loan Documents” means the Credit Agreement and any promissory note delivered in connection
therewith.



“Senior Debt” means all principal, interest, fees, expenses, and other amounts payable to the
Lenders parties to the Credit Agreement under the Credit Agreement on or in respect of loans under
the Credit Agreement.



“Senior Debt Holders” means any holder or holders of Senior Debt, together with their
respective successors and permitted assigns.



“Senior Debt Representative” means the Administrative Agent, as defined in the Credit
Agreement, including its successors in such capacity.



“Subordinated Debt” means the payment obligations being subordinated to the Senior Debt.



“Subordinated Lender” means Grupo Televisa, S.A.B. and/or its Affiliates, as applicable.



“subsidiary” means, with respect to any Person at any date, any corporation, limited liability
company, partnership or other entity of which voting stock representing more than 50% of the total
voting power of the outstanding voting stock is owned, directly or indirectly, by such Person
and/or one or more other subsidiaries of such Person.



“Subsidiary” means any subsidiary of the Borrower.