Exhibit 10.10
TEVECAP S.A.
$15,368,000
12-5/8% Senior Notes due 2004
EXCHANGE AND REGISTRATION AGREEMENT
September 17, 1997
Credit Suisse First Boston (Europe) Limited
Chase Manhattan International Limited
Merrill Lynch, Pierce, Fenner & Smith Incorporated
c/o Credit Suisse First Boston (Europe) Limited
11 Madison Avenue New York, New York 10010
Ladies and Gentlemen:
TEVECAP, S.A., a company organized under the laws of the Federative
Republic of Brazil (the "Company"), issued $250,000,000 aggregate principal
amount of its 12 5/8% Senior Notes due 2004 (the "Old Notes") under an
Indenture, dated November 26, 1996, among The Chase Manhattan Bank, as trustee,
the Company and the Subsidiary Guarantors named therein (the "Indenture").
Capitalized terms used herein, but not specifically defined herein, have the
meanings given such terms in the Indenture. On May 27, 1997, the Company
concluded, pursuant to the terms and conditions of the Exchange and Registration
Rights Agreement, dated as of November 26, 1996 (the "Rights Agreement"), an
exchange offer in connection with which the Company registered $250,000,000 in
aggregate principal amount of new debt securities (the "Original Exchange
Notes"), unconditionally guaranteed on a senior basis by the Subsidiary
Guarantees and otherwise identical in all material respects to the Old Notes,
with the Securities and Exchange Commission (the "Commission") under the
Securities Act. Such Original Exchange Notes were offered in exchange for the
Old Notes. Credit Suisse First Boston (Europe) Limited, Chase Manhattan
International Limited, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Phoenix Multi-Sector Fixed Income Fund, Inc. and Phoenix Multi-Sector Short
Term Bond Fund (together, the "Old Noteholders") did not exchange the Old Notes
(the "Remaining Old Notes") held by such Old Noteholders for Original Exchange
Notes. Each of the Old Noteholders has requested, and the Company and the
Subsidiary Guarantors have agreed, that the Company and the Subsidiary
Guarantors shall take appropriate actions to provide for a new exchange offer on
the terms set forth herein, including, without limitation, that the Old
Noteholders
shall pay or reimburse the Company and the Subsidiary Guarantors for all
expenses and fees incurred in connection with this Agreement, the New Exchange
Offer (as defined in Section 2) and the transactions contemplated thereby, and
that upon written notice to the Old Noteholders the Company and the Subsidiary
Guarantors may in the Company's sole discretion terminate this Agreement at any
time whether or not any or all actions necessary for the consummation of the New
Exchange Offer have been consummated, if the Company reasonably determines that
due to the actions of parties other than the Company or the Subsidiary
Guarantors the New Exchange Offer has become unreasonably burdensome to the
Company and the Subsidiary Guarantors.
1. Representations, Warranties. Each of the Company and the Subsidiary
Guarantors represents and warrants to the Old Noteholders that:
(a) The Company has been duly incorporated and is validly existing
as a sociedad anonima under the laws of Brazil, is duly qualified as a
foreign corporation for the transaction of business under the laws of each
other jurisdiction in which its ownership or lease of property or the
conduct of its business requires such qualification, except where the
failure to so qualify would not have, singularly or in the aggregate, a
material adverse effect on the financial condition, results of operations
or business of the Company and its subsidiaries take as a whole.
(b) Each Subsidiary Guarantor has been duly incorporated and is
validly existing as a corporation or a partnership under the laws of the
jurisdiction of its incorporation or organization, is duly qualified as
foreign corporation for the transaction of business under the laws of each
other jurisdiction in which its ownership or lease of property or the
conduct of its business requires such qualification, except where the
failure to so qualify would not have, singularly or in the aggregate, a
material adverse effect on the financial condition, results of operations
or business of such Subsidiary Guarantor.
(c) The Company has full right, power and authority to execute and
deliver this Agreement and to perform its obligations hereunder, and all
corporate action required to be taken for the due and proper
authorization, execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly and
validly taken.
(d) Each Subsidiary Guarantor has full right, power and authority to
execute and deliver this Agreement and perform its obligations hereunder,
and all corporate action required to be taken by such Subsidiary Guarantor
for the due and proper authorization, execution and delivery of this
Agreement, and the transactions contemplated hereby have been duly and
validly taken.
(e) This Agreement has been duly authorized, executed and delivered
by the Company and each Subsidiary Guarantor.
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(f) This Agreement has been duly authorized by the Company and the
Subsidiary Guarantors and, when duly executed and delivered by the
Company, the Guarantors and the Old Noteholders, will constitute a valid
and legally binding agreement of the Company and the Subsidiary
Guarantors, respectively, enforceable against them in accordance with its
terms.
2. New Registered Exchange Offer. The Company and the Subsidiary
Guarantors agree to (i) take appropriate actions to prepare and file with the
Commission a registration statement (the "Exchange Offer Registration
Statement") on an appropriate form under the Securities Act with respect to a
proposed offer (the "New Exchange Offer") to the Old Noteholders to issue and
deliver to such Old Noteholders, in exchange for the Remaining Old Notes, a like
aggregate principal amount of debt securities of the Company (the "New Exchange
Notes") unconditionally guaranteed on a senior basis under the Subsidiary
Guarantees (together with the New Exchange Notes, the "New Exchange Securities")
identical in all material respects to the Remaining Old Notes, except for the
transfer restrictions relating to the Remaining Old Notes, (ii) take appropriate
actions to cause the Exchange Offer Registration Statement to become effective
under the Securities Act; provided that neither the Company nor the Subsidiary
Guarantors provide any assurance that such effectiveness will occur, and (iii)
keep the Exchange Offer Registration Statement effective for not less than 30
days (or longer, if required by applicable law) after the effective date of the
Exchange Offer Registration Statement (such period being called the "Exchange
Offer Registration Period"). The New Exchange Securities will be issued under
the Indenture.
Upon the effectiveness of the Exchange Offer Registration Statement, the
Company and the Subsidiary Guarantors shall take appropriate action, subject to
Section 6, to commence the New Exchange Offer, it being the objective of such
New Exchange Offer to enable each Old Noteholder electing to exchange Remaining
Old Notes for New Exchange Securities (assuming that such Old Noteholder (a) is
not (i) an affiliate of the Company or the Subsidiary Guarantors within the
meaning of the Securities Act or (ii) an Exchanging Dealer (as defined below)
not complying with the requirements of the next sentence, (b) acquires the New
Exchange Securities in the ordinary course of such Old Noteholder's business and
(c) has no arrangements or understandings with any person to participate in the
distribution of the New Exchange Securities) and to trade such New Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States. The Company, the Subsidiary
Guarantors and each Old Noteholder (as defined below) acknowledge that, pursuant
to current interpretations by the Commission's staff of Section 5 of the
Securities Act, each Old Noteholder which is a broker-dealer electing to
exchange Securities, acquired for its own account as a result of market making
activities or other trading activities, for New Exchange Notes (an "Exchanging
Dealer"), is required to deliver a prospectus containing the information set
forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer
Procedures" section and the "Purpose of the Exchange Offer" section, and in
Annex C hereto in the "Plan of Distribution" section of such prospectus in
connection with a sale of any such New Exchange Notes received by such
Exchanging Dealer pursuant to the New Exchange Offer.
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In connection with the New Exchange Offer, the Company and the Subsidiary
Guarantors shall take appropriate actions to:
(a) mail to each Old Noteholder a copy of the prospectus forming
part of the New Exchange Offer Registration Statement, together with an
appropriate letter of transmittal and related documents;
(b) keep the New Exchange Offer open for not less than 30 days after
the date the New Exchange Offer Registration Statement is declared
effective (or longer if required by applicable law);
(c) utilize the services of a Depositary for the NewExchange Offer
with an address in the Borough of Manhattan, The City of New York;
(d) permit Old Noteholders to withdraw tendered Old Notes at any
time prior to the close of business, New York time, on the last business
day on which the New Exchange Offer shall remain open; and
(e) otherwise comply in all respects with all laws applicable to the
New Exchange Offer.
As soon as practicable after the close of the New Exchange Offer, the
Company and the Subsidiary Guarantors shall, subject to Section 6:
(a) accept for exchange all Old Notes tendered by the Old
Noteholders and not validly withdrawn pursuant to the New Exchange Offer;
(b) deliver to the Trustee for cancellation all Old Notes so
accepted for exchange; and
(c) cause the Trustee promptly to authenticate and deliver to each
Old Noteholder, New Exchange Securities equal in principal amount to the
Old Notes of such Old Noteholder so accepted for exchange.
Each of the Company and the Subsidiary Guarantors shall make available,
subject to Section 4, for a period of 90 days after the consummation of the New
Exchange Offer, a copy of the prospectus forming part of the New Exchange Offer
Registration Statement to any Old Noteholder that is a broker-dealer for use in
connection with any resale of any New Exchange Securities.
Interest on each New Exchange Security issued pursuant to the New Exchange
Offer will accrue from the last interest payment date on which interest was paid
on the Old Notes surrendered in exchange therefor.
Each Old Noteholder participating in the New Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
New Exchange Offer
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(i) any New Exchange Securities received by such Old Noteholder will be acquired
in the ordinary course of business, (ii) such Old Noteholder will have no
arrangements or understanding with any person to participate in the distribution
of the Old Notes or the New Exchange Securities within the meaning of the
Securities Act, and (iii) such Old Noteholder is not an affiliate of the Company
or a Subsidiary Guarantor within the meaning of the Securities Act or if it is
an affiliate, it will comply with the registration and prospective delivery
requirements of the Securities Act to the extent applicable.
3. Registration Procedures. In connection with any Registration Statement,
the following provisions shall apply:
(a) The Company and the Subsidiary Guarantors each will cooperate
with the Old Noteholders to facilitate the timely preparation and delivery
of certificates representing New Exchange Notes to be sold pursuant to any
New Exchange Offer Registration Statement free of any restrictive legends
and in such denominations and registered in such names as the Old
Noteholders may request in writing prior to sales of New Exchange
Securities pursuant to such New Exchange Offer Registration Statement.
(b) Not later than the effective date of the New Exchange Offer
Registration Statement, the Company will take appropriate action to
provide the New Exchange Securities with the same CUSIP number as
previously provided for the Original Exchange Notes (provided that neither
the Company nor the Subsidiaries can provide any assurances that the New
Exchange Securities will be provided the same CUSIP number), and provide
the Trustee with printed certificates for the New Exchange Securities in a
form eligible for deposit with The Depository Trust Company.
4. Registration Expenses. (a) The Old Noteholders will be, jointly and
severally, liable for all fees, expenses and other costs incurred by the Company
and the Subsidiary Guarantors in connection with the performance by the Company
and the Subsidiary Guarantors of their obligations hereunder or otherwise
incurred in connection herewith. Such fees, expenses and other costs shall
include, without limitation, all Commission, stock exchange, registration and
filing fees, all fees and expenses of complying with securities and blue sky
laws, all fees and expenses of the Trustee, transfer agent and registrar for the
Old Notes and New Exchange Securities, all printing expenses, the fees and
disbursements of counsel for the Company and of its independent public
accountants, including the expenses of any special audits and/or "cold comfort"
letters required by or incident to such performance and compliance, and any
applicable transfer and documentary stamp taxes (together, "Incurred Costs").
Subject to Section 4(b), the Old Noteholders shall promptly pay such Incurred
Costs upon demand by the Company, which demand may be made at any time and from
time to time prior to or after consummation of the transactions contemplated
hereby. If this Agreement is terminated by the Company or the Subsidiary
Guarantors prior to the consummation of the transactions contemplated by the New
Exchange Offer, the Old Noteholders' liability for the Incurred Costs shall be
subject to compliance by the Company and the Subsidiary Guarantors with Section
6.
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(b) The Old Noteholders shall within 5 days of the date hereof pay
the Company the aggregate sum of U.S.$50,000 as an initial installment of the
Noteholders' obligations under this Section 4. Upon incurring Incurred Costs of
U.S.$50,000, the Company and the Subsidiary Guarantors shall promptly notify in
writing the Old Noteholders. Within 3 business days of such notification the Old
Noteholders may provide the Company with written notice of termination of this
Agreement. Upon such notice of termination, the Company shall promptly notify
the Old Noteholders of any outstanding and unpaid Incurred Costs and upon
payment of such unpaid Incurred Costs this Agreement shall terminate and be of
no further force or effect, except for the provision of Sections 6 (other than
as set forth therein) and 7, which shall survive any termination hereof. Prior
to consummation of the transactions contemplated hereby, or upon the termination
of this Agreement in accordance with the terms hereof, the Company shall provide
the Old Noteholders with a statement of Incurred Costs. It shall be a condition
to the consummation of the New Exchange Offer that all Old Noteholders and each
participating holder of any Remaining Old Notes ratably reimburse the Company
for all Incurred Costs in accordance with item (c) below. To the extent the
Incurred Costs are less than U.S.$50,000, the Company shall reimburse the Old
Noteholders an amount equal to the difference between U.S.$50,000 and the
Incurred Costs.
(c) The Old Noteholders agree among themselves, without affecting
the joint and several liability of the Old Noteholders to the Company and the
Subsidiary Guarantors, that each Old Noteholder shall pay the percentage of the
Incurred Costs ("Percentage Share") set forth opposite such Old Noteholder's
name on Schedule A hereto. The Percentage Share of each Old Noteholder shall
equal the principal amount of Old Notes held by such Old Noteholder divided by
the aggregate principal amount of the outstanding Old Notes held by the Old
Noteholder parties hereto.
5. Indemnification. (a) In connection with any prospectus delivery
pursuant to the New Exchange Offer Registration Statement by an Exchanging
Dealer, the Company and the Subsidiary Guarantors, jointly and severally, shall
indemnify and hold harmless each Old Noteholder, its directors, officers, agents
and employees and each person, if any, who controls such Old Noteholder within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act and the directors, officers, agents and employees of such controlling
persons as follows:
(i) against any and all loss, liability, claim and damage
whatsoever, as incurred, arising out of any untrue statement or
alleged untrue statement of a material fact contained in any such
Registration Statement or any prospectus forming part thereof or the
omission or alleged omission therefrom of a material fact necessary
in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and
(ii) against any and all expense (including, subject to
Section 5(c), the fees and disbursements of counsel chosen by the
indemnified party), reasonably incurred in investigating, preparing
or defending against any litigation, or any investigation or
proceeding by any governmental or
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regulatory agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission;
provided, however, that this indemnity with respect to any untrue statement or
alleged untrue statement or omission or alleged omission in any related
preliminary prospectus shall not inure to the benefit of any indemnified party
from whom the person asserting any such loss, claim, damage or liability
received New Exchange Securities if such persons did not receive a copy of the
final prospectus at or prior to the confirmation of the sale of such New
Exchange Securities to such person in any case where such delivery is required
by the Securities Act and the untrue statement or omission of material fact
contained in the related preliminary prospectus was corrected in the final
prospectus unless such failure to deliver the final prospectus was a result of
noncompliance by the Company or the Subsidiary Guarantors with the fourth
paragraph of Section 2.
(b) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any claim or action
commenced against it in respect of which indemnity may be sought hereunder;
provided, however, that failure to so notify an indemnifying party shall not
relieve such indemnifying party from any obligation that it may have pursuant to
this Section 5 except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure;
provided further, however, that the failure to notify an indemnifying party
shall not relieve it from any liability that it may have to an indemnified party
otherwise than on account of this Section 5. If any such claim or action shall
be brought against an indemnified party, the indemnified party shall notify the
indemnifying party thereof, and the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 5 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof; provided, however, that an indemnified party will have the right to
employ its own counsel in any such action, but the fees, expenses and other
charges of such counsel will be at the expense of such indemnified party unless
(1) the employment of counsel by the indemnified party has been authorized in
writing by the indemnifying party, (2) the indemnified party has reasonably
concluded (based on the written advice of counsel) that there may be legal
defenses available to it or other indemnified parties that are different from or
in addition to those available to the indemnifying party, (3) a conflict or
potential conflict exists (based on the written advice of counsel to the
indemnified party) between the indemnified party and indemnifying party (in
which case the indemnifying party will not have the right to direct the defense
of such action on behalf of the indemnified party) or (4) the indemnifying party
has not in fact employed counsel to assume the defense of such action within a
reasonable time after receiving notice of the commencement of the action, in
each of which cases the reasonable fees, disbursements and other charges of
counsel for the indemnified party will be at the expense of the indemnifying
party or parties. It is understood that the indemnifying party or parties shall
not, in connection with any
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proceeding or related proceedings in the same jurisdiction, be liable for the
reasonable fees, disbursements and other charges of more than one separate firm
of attorneys (in addition to any local counsel) at any one time for all such
indemnified party or parties. Each indemnified party, as a condition of the
indemnity agreements contained in Sections 5(a) and 5(b), shall use all
reasonable efforts to cooperate with the indemnifying party in the defense of
any such action or claim. No indemnifying party shall be liable for any
settlement of any such action effected without its written consent, but if
settled with its written consent or if there be a final judgment of the
plaintiff in any such action, the indemnifying party agrees to indemnify and
hold harmless any indemnified party from and against any loss or liability by
reason of such settlement or judgment. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.
(c) If a claim by an indemnified party for indemnification under
this Section 5 is found unenforceable in a final judgment by a court of
competent jurisdiction (not subject to further appeal or review) even though the
express provisions hereof provide for indemnification in such case, then each
applicable indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and indemnified party in connection
with actions, statements or omissions that resulted in such losses as well as
any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of a
material fact, has been taken or made by, or relates to information supplied by,
such indemnifying party or indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a result
of any losses shall be deemed to include, subject to the limitations set forth
in Section 5(b) herein, any legal or other fees or expenses reasonably incurred
by such party in connection with any investigation or proceeding.
6. Company's Right to Terminate. At any time and whether or not the
transactions contemplated hereby have been consummated, the Company in the
Company's sole discretion upon written notice to the Old Noteholders may
terminate this Agreement , if the Company reasonably determines that due to the
actions of parties other than the Company or the Subsidiary Guarantors the New
Exchange Offer has become unreasonably burdensome to the Company and the
Subsidiary Guarantors. Such written notice shall provide the reasons for
termination. Upon such notice the Company also shall provide the Old Noteholders
with a written notice of unpaid Incurred Costs and demand for payment of such
unpaid Incurred Costs. Upon receipt of such demand for payment, the Noteholders
shall be jointly and severally liable for the payment of such unpaid Incurred
Costs and shall
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promptly pay such unpaid Incurred Costs. Upon such payment this Agreement, other
than the provisions of Section 7, shall be of no further force or effect.
7. Termination of Rights Agreement. The Old Noteholders acknowledge and
agree that with respect to the Old Noteholders, the Rights Agreement has been
terminated and is of no further force or effect, and the Company and the
Subsidiary Guarantors have no further obligations to the Old Noteholders
thereunder.
8. Miscellaneous. (a) Amendments and Waivers. The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, except as provided in
Sections 4 and 6 or in a written agreement executed by the Old Noteholders and
the Company acting on behalf of itself and the Subsidiary Guarantors.
(b) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telecopier, or air courier guaranteeing overnight delivery:
(1) if to an Old Noteholder, at the most current address given by
such Old Noteholder to the Company in accordance with the provisions of
this Section 8(b), which address initially is, with respect to each Old
Noteholder, the address of such Old Noteholder maintained by the Registrar
under the Indenture; and
(2) if to the Company or the Subsidiary Guarantors, initially at the
addresses of the Company set forth in the Indenture.
All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; one business day after
being delivered to a next-day air courier; five business days after being
deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if telecopied.
(c) Successors and Assigns. This Agreement shall be binding upon the
Company and the Old Noteholders and their successors and assigns.
(d) Counterparts. This Agreement may be executed in any number of
counterparts (which may be delivered in original form or by telecopies) and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Any holder of Old Notes other than the
Old Noteholders prior to the consummation of the New Exchange Offer may become
parties to this Agreement by executing and delivering to the other parties
hereto a copy of an executed counterpart of this Agreement together with a
statement of the principal amount of Old Notes held by such holder of Old Notes.
Upon such delivery such holder of Old Notes shall be deemed an Old Noteholder
for purposes of this Agreement and Schedule A shall be deemed to have been
amended to include the new Old Noteholder and the new Old Noteholders'
Percentage Share, calculated in accordance with the new Old Noteholder's
statement of principal amount of Old Notes held. The
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Percentage of the other Old Noteholders shall be deemed to have been revised to
reflect the inclusion of the new Old Noteholders.
(e) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(f) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.
(g) Authorization, No Conflict. Each of the Old Noteholders represents and
warrants that: (i) such Old Noteholder has the corporate power and authority to
execute, deliver and perform this Agreement, (ii) such execution, delivery and
performance has been duly authorized by all necessary corporate and shareholder
action of such Noteholder, (iii) the execution, delivery and performance by each
such Old Noteholder does not and will not be in contravention of any applicable
law, the corporate charter or bylaws or partnership agreement of each such Old
Noteholder or any agreement or order by which such Old Noteholder is bound, and
(iv) this Agreement is legally valid and binding obligation of such Old
Noteholder enforceable against such Old Noteholder in accordance with its terms.
(h) Severability. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.
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Please confirm that the foregoing correctly sets forth the agreement among
the Company, the Subsidiary Guarantors and each of you.
Very truly yours,
TEVECAP S.A.
By: /s/ DOUGLAS DURAN
-----------------------------
Name: Douglas Duran
Title: Attorney-in-fact
By: /s/ GENE MUSSELMAN
-----------------------------
Name: Gene Musselman
Title: Attorney-in-fact
TVA SISTEMA DE TELEVISAO S.A.
By: /s/ DOUGLAS DURAN
-----------------------------
Name: Douglas Duran
Title: Attorney-in-fact
By: /s/ GENE MUSSELMAN
-----------------------------
Name: Gene Musselman
Title: Attorney-in-fact
TVA COMMUNICATIONS LTD.
By: /s/ DOUGLAS DURAN
-----------------------------
Name: Douglas Duran
Title: Attorney-in-fact
By: /s/ GENE MUSSELMAN
-----------------------------
Name: Gene Musselman
Title: Attorney-in-fact
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GALAXY BRASIL S.A.
By: /s/ DOUGLAS DURAN
-----------------------------
Name: Douglas Duran
Title: Attorney-in-fact
By: /s/ GENE MUSSELMAN
-----------------------------
Name: Gene Musselman
Title: Attorney-in-fact
TVA SUL PARTICIPACOES S.A.
By: /s/ DOUGLAS DURAN
-----------------------------
Name: Douglas Duran
Title: Attorney-in-fact
By: /s/ GENE MUSSELMAN
-----------------------------
Name: Gene Musselman
Title: Attorney-in-fact
COMERCIAL CABO TV SAO PAULO LTDA.
By: /s/ DOUGLAS DURAN
-----------------------------
Name: Douglas Duran
Title: Attorney-in-fact
By: /s/ GENE MUSSELMAN
-----------------------------
Name: Gene Musselman
Title: Attorney-in-fact
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TVA PARANA LTDA.
By: /s/ DOUGLAS DURAN
-----------------------------
Name: Douglas Duran
Title: Attorney-in-fact
By: /s/ GENE MUSSELMAN
-----------------------------
Name: Gene Musselman
Title: Attorney-in-fact
TVA ALPHA CABO LTDA.
By: /s/ DOUGLAS DURAN
-----------------------------
Name: Douglas Duran
Title: Attorney-in-fact
By: /s/ GENE MUSSELMAN
-----------------------------
Name: Gene Musselman
Title: Attorney-in-fact
CCS CAMBORIU CABLE SYSTEM DE
TELECOMUNICACOES LTDA.
By: /s/ DOUGLAS DURAN
-----------------------------
Name: Douglas Duran
Title: Attorney-in-fact
By: /s/ GENE MUSSELMAN
-----------------------------
Name: Gene Musselman
Title: Attorney-in-fact
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TCC TV A CABO LTDA.
By: /s/ DOUGLAS DURAN
-----------------------------
Name: Douglas Duran
Title: Attorney-in-fact
By: /s/ GENE MUSSELMAN
-----------------------------
Name: Gene Musselman
Title: Attorney-in-fact
TVA SUL FOZ DO IGUACU LTDA.
By: /s/ DOUGLAS DURAN
-----------------------------
Name: Douglas Duran
Title: Attorney-in-fact
By: /s/ GENE MUSSELMAN
-----------------------------
Name: Gene Musselman
Title: Attorney-in-fact
TVA SUL SANTA CATARINA LTDA.
By: /s/ DOUGLAS DURAN
-----------------------------
Name: Douglas Duran
Title: Attorney-in-fact
By: /s/ GENE MUSSELMAN
-----------------------------
Name: Gene Musselman
Title: Attorney-in-fact
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Accepted:
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
By: /s/ F. ROBYM
-------------------------------------------------
Name: F. Robym
Title: Vice President
CHASE MANHATTAN INTERNATIONAL LIMITED
By: /s/ PAUL CHARMAN
-------------------------------------------------
Name: Paul Charman
Title: Managing Director
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ J. VILLALBA
-------------------------------------------------
Name: J. Villalba
Title: Director
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Accepted:
PHOENIX MULTI-SECTOR FIXED INCOME FUND, INC.
By: /s/ DAVID L. ALBRYCHT
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Name: David L. Albrycht
Title: Vice President
PHOENIX MULTI-SECTOR SHORT TERM BOND FUND
By: /s/ DAVID L. ALBRYCHT
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Name: David L. Albrycht
Title: Vice President
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SCHEDULE A
Name of Old Noteholder Percentage of Incurred Costs
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Credit Suisse First Boston (Europe) Limited 48.400%
Chase Manhattan International Limited 0.866%
Merrill Lynch, Pierce, Fenner & Smith Incorporated 46.400%
Phoenix Multi-Sector Fixed Income Fund, Inc. 2.167%
Phoenix Multi-Sector Short Term Bond Fund 2.167%
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ANNEX A
Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities.
The Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Securities received in exchange for
Securities where such Securities were acquired by such broker-dealer as a result
of market-making activities or other trading activities. Each of the Company and
the Subsidiary Guarantors has agreed that, for a period of 90 days after the
Expiration Date (as defined herein), it will make this Prospectus available to
any broker-dealer for use in connection with any such resale. See "Plan of
Distribution."
ANNEX B
Each broker-dealer that receives Exchange Securities for its own
account in exchange for Securities, where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."
ANNEX C
PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities.
This Prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of Exchange Securities
received in exchange for Securities where such Securities were acquired as a
result of market-making activities or other trading activities. Each of the
Company and the Subsidiary Guarantors has agreed that, for a period of 90 days
after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such
resale. In addition, until ______________, 199_, all dealers effecting
transactions in the Exchange Securities may be required to deliver a
prospectus.(2)
The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Registered Exchange Offer may be sold from
time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or at negotiated prices. Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such broker-dealer or the
purchasers of any such Exchange Securities. Any broker-dealer that resells
Exchange Securities that were received by it for its own account pursuant to the
Registered Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Securities may be deemed to be an "underwriter"
within the meaning of the Securities Act and any profit on any such resale of
Exchange Securities and any commission or concessions received by any such
persons may be deemed to be underwriting compensation under the Securities Act.
The Letter of Transmittal states that, by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.
For a period of 90 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company and the Subsidiary Guarantors have
jointly and severally agreed to pay all expenses incident to the Registered
Exchange Offer (including the expenses of one counsel for the Holders of the
Securities) other than commissions or concessions of any broker-dealers and will
indemnify the Holders of the Securities (including any broker-dealers) against
certain liabilities, including liabilities under the Securities Act.
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(2) In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the back cover page of the Exchange Offer prospectus.