Brazil's Tevecap amends 12 5/8% notes held by affiliate

New York, March 4 - Tevecap SA said it amended the terms of its 12 5/8% senior notes due 2004 held by its affiliate TVA Communications Ltd.

Under the change, which is retroactive to Nov. 26, 2004, the notes will mature on Nov. 26, 2011 and pay interest at Libor plus 300 basis points. Principal and interest will be payable at maturity.

In December, Tevecap completed an exchange for the publicly held 12 5/8% notes due 2004, accepting tenders of $40.6 million or 84.6% of the $48.022 million securities.

The new notes issued in the exchange will mature on Nov. 26, 2009 and will be amortized in three equal installments starting Nov. 26, 2007. They will be callable on any principal payment date at par.

Tevecap said at the time that it intended to add guarantees from some of its subsidiaries and to exchange notes held by its subsidiaries but on less favorable terms.

Tevecap did not pay the $48.022 million of principal due at the maturity date of Nov. 26 on the old notes.

The Sao Paolo, Brazil-based pay television operator originally issued $250 million of the notes in 1996, but $201.978 million are now held by its subsidiary, TVA Communications Ltd. Since selling the notes, it has amended the indenture to eliminate the restrictive covenants.

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