The same majority approval will be required for us to obtain a
waiver of any of our covenants in the indenture. Our covenants
include the promises we make about merging and creating liens on
our interests, which we describe under “—Merger, Consolidation or
Sale of Assets” and “—Covenants.” If the holders approve a waiver
of a covenant, we will not have to comply with it. The holders,
however, cannot approve a waiver of any provision in a particular
MXN note or the indenture, as it affects that MXN note, that we
cannot change without the approval of the holder of that MXN note
as described under in “—Changes Requiring Each Holder’s Approval,”
unless that holder approves the waiver. (Section 1011)
Book-entry and other indirect holders should consult their banks or
brokers for information on how approval may be granted or denied if
we seek to change the indenture or the MXN notes or request a
waiver.
Defeasance
We may, at our option, elect to terminate (1) all of our
obligations with respect to the MXN notes of any series (“legal
defeasance”), except for certain obligations, including those
regarding any trust established for defeasance and obligations
relating to the transfer and exchange of the MXN notes, the
replacement of mutilated, destroyed, lost or stolen MXN notes and
the maintenance of agencies with respect to the MXN notes
(Sections 1201 and 1202) or (2) our obligations under
the covenants in the indenture, so that any failure to comply with
such obligations will not constitute an event of default (“covenant
defeasance”) in respect of the MXN notes of that series
(Sections 1201 and 1203). In order to exercise either legal
defeasance or covenant defeasance, we must irrevocably deposit with
the trustee Mexican pesos, government obligations of the Mexican
government, Mexican governmental agency or Mexican central bank or
any combination thereof, in such amounts as will be sufficient to
pay the principal, premium, if any, and interest (including
additional interest) in respect of the outstanding MXN notes of the
affected series on the maturity date, and comply with certain other
conditions, including, without limitation, the delivery of opinions
of counsel as to specified tax and other matters. (Sections
1201, 1204 and 1205)
If we elect either legal defeasance or covenant defeasance with
respect to any MXN note of any series, we must so elect it with
respect to all of the MXN notes of that series. (Section
1201)
Special Rules for Actions by Holders
When holders take any action under the indenture, such as giving a
notice of default, declaring an acceleration, approving any change
or waiver or giving the trustee an instruction, we will apply the
following rules.
Only Outstanding MXN notes are Eligible for Action by
Holders
Only holders of outstanding MXN notes will be eligible to vote or
participate in any action by holders. In addition, we will count
only outstanding MXN notes in determining whether the various
percentage requirements for voting or taking action have been met.
For these purposes, a MXN note will not be “outstanding” if it has
been surrendered for cancellation or if we have deposited with the
trustee in trust or the paying agent or set aside (if we act as our
own paying agent) in trust for its holder, money for its payment or
redemption. (Section 101)
Determining Record Dates for Action by Holders
We will generally be entitled to set any day as a record date for
the purpose of determining the holders that are entitled to take
action under the indenture. In some limited circumstances, only the
trustee will be entitled to set a record date for action by
holders. If we or the trustee set a record date for an approval or
other action to be taken by holders, that vote or action may be
taken only by persons or entities who are holders on the record
date and must be taken during the period that we specify for this
purpose, or that the trustee specifies if it sets the record date.
We or the trustee, as applicable, may shorten or lengthen this
period from time to time. This period,
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