] Shares UNIVISION HOLDINGS, INC. COMMON STOCK ($0.001 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2015 • Univision Holdings, Inc. • Television broadcasting stations • New York
SUPPLEMENTFirst-Lien Guarantee and Collateral Agreement • November 2nd, 2015 • Univision Holdings, Inc. • Television broadcasting stations
SUPPLEMENT (this “Supplement”), dated as of February 14, 2011, to (i) the First-Lien Guarantee and Collateral Agreement, dated as of March 29, 2007 (the “First-Lien Guarantee and Collateral Agreement”), among BROADCAST MEDIA PARTNERS HOLDINGS, INC., a Delaware corporation (“Holdings”), UMBRELLA ACQUISITION, INC., a Delaware corporation (“Merger Sub”) to be merged with and into UNIVISION COMMUNICATIONS INC. (the “US Borrower”), UNIVISION OF PUERTO RICO INC., a Delaware corporation (“Subsidiary Borrower” and together with the US Borrower, the “Borrowers” and each, a “Borrower”), each subsidiary of the Borrowers from time to time party thereto (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, the Borrowers and Holdings are referred to collectively herein as the “Grantors”) and DEUTSCHE BANK AG NEW YORK BRANCH, as first-lien collateral agent (in such capacity, the “First-Lien Collateral Agent”) for the Secu
SECOND AMENDED AND RESTATED 2011 PROGRAM LICENSE AGREEMENT by and between TELEVISA, S.A. DE C.V. and UNIVISION COMMUNICATIONS INC.2011 Program License Agreement • August 14th, 2015 • Univision Holdings, Inc. • Television broadcasting stations • New York
This SECOND AMENDED AND RESTATED 2011 PROGRAM LICENSE AGREEMENT (this “Agreement”) is entered into as of July 1, 2015 by and between Televisa, S.A. de C.V., a Mexican corporation (hereinafter “Licensor”) and Univision Communications Inc., a Delaware corporation (“Licensee”), shall be, excluding only clause (a) of Section 14 hereof, effective as of January 1, 2015 (the “Effective Date”), and except as expressly stated herein, (i) amends and restates that certain Amended and Restated 2011 Program License Agreement made as of the 28th day of February 2011 by and between Licensor and Licensee (the “First Amended and Restated Agreement”) that, effective as of January 1, 2011 (the “Prior Effective Date”), amended and restated that certain 2011 Program License Agreement made as of the 20th day of December, 2010 by and between Licensor and Licensee (it being understood and agreed that clause (a) of Section 14 of the First Amended and Restated Agreement shall continue in effect following the Ef
COLLATERAL AGREEMENT dated as of July 9, 2009 among UNIVISION COMMUNICATIONS INC., the Subsidiaries of UNIVISION COMMUNICATIONS INC. from time to time party hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral AgentCollateral Agreement • July 2nd, 2015 • Univision Holdings, Inc. • New York
SUPPLEMENTFirst-Lien Guarantee and Collateral Agreement • November 2nd, 2015 • Univision Holdings, Inc. • Television broadcasting stations
SUPPLEMENT (this “Supplement”), dated as of June 25, 2015, to (i) the First-Lien Guarantee and Collateral Agreement, dated as of March 29, 2007 and amended as of February 28, 2013 (as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “First-Lien Guarantee and Collateral Agreement”), among Broadcast Media Partners Holdings, Inc., a Delaware corporation (“Holdings”), Umbrella Acquisition, Inc., a Delaware corporation (“Merger Sub”) to be merged with and into Univision Communications Inc. (the “US Borrower”), Univision Of Puerto Rico Inc., a Delaware corporation (“Subsidiary Borrower” and together with the US Borrower, the “Borrowers” and each, a “Borrower”), each subsidiary of the Borrowers from time to time party thereto (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, the Borrowers and Holdings are referred to collectively herein as the “G
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • July 2nd, 2015 • Univision Holdings, Inc. • New York
Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of November 13, 2013, between Univision Deportes, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), an indirect subsidiary of Univision Communications Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, as trustee (the “Trustee”).
MANAGEMENT TERMINATION AGREEMENTManagement Termination Agreement • September 4th, 2015 • Univision Holdings, Inc. • Television broadcasting stations • Delaware
This Management Termination Agreement (this “Termination Agreement”) is entered into as of April 12, 2015 by and among by and among Univision Communications Inc., a Delaware corporation (“Univision”), Broadcasting Media Partners, Inc., a Delaware corporation (“BMP”), Broadcast Media Partners Holdings, Inc., a Delaware corporation (“BMPH” and, together with Univision and BMP, the “Univision Corporations”), Madison Dearborn Partners IV, L.P. (“MDPIV”), Madison Dearborn Partners V-B, L.P. (“MDPV” and together with MDPIV, “MDP”), Providence Equity Partners V Inc. (“PEPV”), Providence Equity Partners L.L.C. (“PEPVI” and together with PEPV, “PEP”), Saban Capital Group Inc, formerly known as, KSF Corp. (“SCG”), THL Managers VI, LLC (“THL”), and TPG Capital, L.P. (“TPG” and together with MDP, PEP, SCG and THL, each a “Manager” and together, the “Managers”) (each a “Party”, and, collectively, the “Parties”)
Amendment to MLAMexico License Agreement • August 14th, 2015 • Univision Holdings, Inc. • Television broadcasting stations
Reference is made to that certain Amended and Restated 2011 Mexico License Agreement (the “MLA”), effective as of January 1, 2011, by and between Univision Communications Inc. and Mountrigi Management Group Limited (f/k/a Videoserpel, Ltd.). Capitalized terms used but not defined herein shall have the meanings set forth in the MLA. The Section numbers and Schedules referenced herein correspond to the Section numbers and Schedules in the MLA.
EXECUTION COPY AMENDED AND RESTATED 2011 MEXICO LICENSE AGREEMENT by and between UNIVISION COMMUNICATIONS INC. and VIDEOSERPEL, LTD.Mexico License Agreement • August 14th, 2015 • Univision Holdings, Inc. • Television broadcasting stations • New York
This AMENDED AND RESTATED 2011 MEXICO LICENSE AGREEMENT (this “Agreement”) is entered into as of February 28, 2011 by and between Univision Communications Inc., a Delaware corporation (hereinafter “Licensor”) and Videoserpel, Ltd., a Switzerland corporation (“Licensee”) (a controlled Affiliate of Grupo Televisa, S.A.B. (“GT”)), shall be effective as of January 1, 2011 (the “Effective Date”), and as of the Effective Date amends and restates that certain 2011 Mexico License Agreement made as of the 20th day of December, 2010 by and between Licensor and Licensee. Capitalized terms used but not defined herein shall have the meanings set forth on Annex A attached hereto. Unless the context otherwise clearly requires, the phrases “concurrently herewith”, “as of the date hereof” and other phrases of similar import refer to December 20, 2010 and not February 28, 2011.
AMENDED AND RESTATED SERVICES AGREEMENTServices Agreement • September 4th, 2015 • Univision Holdings, Inc. • Television broadcasting stations • New York
This AMENDED AND RESTATED SERVICES AGREEMENT (this “Agreement”), dated as of December 20, 2010, by and between Broadcasting Media Partners, Inc. (the “Company”), SCG Investments IIB LLC (the “Consulting Firm”), BMPI Services LLC (“BMPI LLC”), and BMPI Services II, LLC (“BMPI II LLC” and together with BMPI LLC, the “BMPI LLCs”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2015 • Univision Holdings, Inc. • Television broadcasting stations • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into as of October 12, 2015 (the “Effective Date”), by and between Univision Communications Inc. (“Univision”), Univision Holdings, Inc. (“Parent” and together with Univision, the “Company”), and Jonathan Schwartz (“Executive”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 2nd, 2015 • Univision Holdings, Inc. • Television broadcasting stations • New York
This FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of January 23, 2014 (this “Fourth Amendment”), among UNIVISION COMMUNICATIONS INC., a Delaware corporation (the “US Borrower”), UNIVISION OF PUERTO RICO INC., a Delaware corporation (the “Subsidiary Borrower” and, together with the US Borrower, the “Borrowers” and, each, a “Borrower”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as Administrative Agent under the Credit Agreement (as each such term is defined below), the Replacement First-Lien Term Loan Lenders (as defined below) party hereto and certain Lenders (as defined below) party hereto constituting the Required Lenders under, and as defined in, the Credit Agreement (the “Required Lenders”).
ContractFirst-Lien Intercreditor Agreement • July 2nd, 2015 • Univision Holdings, Inc.
REPRESENTATIVE SUPPLEMENT NO. 3 dated as of February 7, 2012 to the FIRST-LIEN INTERCREDITOR AGREEMENT dated as of July 9, 2009, as supplemented by the joinder agreement dated as of October 26, 2010, the supplement dated as of February 14, 2011 and the supplement no. 2 (the “Second Supplement”) dated as of May 9, 2011 (the “First-Lien Intercreditor Agreement”), among Univision Communications Inc., a Delaware corporation (the “Company”), Univision of Puerto Rico Inc., a Delaware corporation (the “Subsidiary Borrower”), certain subsidiaries and affiliates of the Company (each a “Grantor”), Deutsche Bank AG New York Branch, as Collateral Agent for the First-Lien Secured Parties under the First-Lien Security Documents (in such capacity, the “Collateral Agent”), Deutsche Bank AG New York Branch, as Authorized Representative for the Credit Agreement Secured Parties, Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as Initial Additional Authorized Repres
FIRST-LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of March 29, 2007 as amended by the First Amendment to the First-Lien Guarantee and Collateral Agreement, dated as of February 28, 2013 among BROADCAST MEDIA PARTNERS HOLDINGS, INC., UMBRELLA...First-Lien Guarantee and Collateral Agreement • July 2nd, 2015 • Univision Holdings, Inc. • New York
SUPPLEMENT NO. [●] (this “Supplement”) dated as of [●], to the First-Lien Guarantee and Collateral Agreement dated as of March 29, 2007 (the “Guarantee and Collateral Agreement”), among BROADCAST MEDIA PARTNERS HOLDINGS, INC., a Delaware corporation (“Holdings”), UMBRELLA ACQUISITION, INC., a Delaware corporation (“Merger Sub”) to be merged with and into UNIVISION COMMUNICATIONS INC. (the “Company”), UNIVISION OF PUERTO RICO INC., a Delaware corporation (“Subsidiary Borrower” and together with the US Borrower referred to in the Credit Agreement below, the “Borrowers” and each, a “Borrower”), each subsidiary of the Borrowers from time to time party thereto (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, the Borrowers and Holdings are referred to collectively herein as the “Grantors”) and DEUTSCHE BANK AG NEW YORK BRANCH, as First-Lien collateral agent (in such capacity, the “First-Lien Collateral Agent
FIRST-LIEN COPYRIGHT SECURITY AGREEMENTFirst-Lien Copyright Security Agreement • July 2nd, 2015 • Univision Holdings, Inc.
FIRST-LIEN COPYRIGHT SECURITY AGREEMENT, dated as of July 9, 2009 (this “Agreement”), among the entities listed on Attachment A hereto (each, a “Grantor” and collectively, the “Grantors”) and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent (in such capacity and together with any successors, the “Collateral Agent”), for the benefit of the Additional First-Lien Secured Parties.
SUPPLEMENT TO COLLATERAL AGREEMENTSupplement to Collateral Agreement • July 2nd, 2015 • Univision Holdings, Inc.
SUPPLEMENT NO. 4 (this “Supplement”) dated as of November 2, 2011, to the Collateral Agreement dated as of July 9, 2009 (the “Collateral Agreement”) (capitalized terms used herein without definition have the meanings given such terms by the Collateral Agreement), among UNIVISION COMMUNICATIONS INC., a Delaware corporation (the “Company”), each subsidiary of the Company from time to time party thereto (each such subsidiary individually a “Guarantor” and collectively, the “Guarantors”; the Guarantors and the Company are referred to collectively herein as the “Grantors”) and DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) for the Additional First-Lien Secured Parties.
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT by and among Univision Holdings, Inc. (f/k/a Broadcasting Media Partners, Inc.) Broadcast Media Partners Holdings, Inc. Univision Communications Inc. and Certain Stockholders of Univision Holdings,...Stockholders Agreement • November 2nd, 2015 • Univision Holdings, Inc. • Television broadcasting stations • Delaware
SECOND AMENDMENT TO THE INVESTMENT AGREEMENTInvestment Agreement • December 23rd, 2015 • Univision Holdings, Inc. • Television broadcasting stations • Delaware
This Second Amendment to Investment Agreement (this “Amendment”), dated as of [ ] 2015 and effective immediately prior to the sale of shares of Class A Common Stock in the Initial Public Offering (the “Effective Date”), is entered into by and among: (i) Univision Holdings, Inc. (f/k/a Broadcasting Media Partners, Inc.), a Delaware corporation (“BMP”), (ii) BMPI Services II, LLC, a Delaware limited liability company (“BMPS2”), (iii) Univision Communications Inc., a Delaware corporation (“Univision”), (iv) Grupo Televisa S.A.B., a Mexico corporation (“Televisa”), and (v) Pay-TV Venture, Inc., a Delaware corporation (“Pay-TV” and, together with BMP, BMPS2, Univision, Televisa, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Investment Agreement (as defined below).
ContractFirst-Lien Intercreditor Agreement • July 2nd, 2015 • Univision Holdings, Inc.
REPRESENTATIVE SUPPLEMENT NO. 9 dated as of January 23, 2014 to the FIRST-LIEN INTERCREDITOR AGREEMENT dated as of July 9, 2009 as supplemented by the join-der agreement, dated as of October 26, 2010, the supplement dated as of February 14, 2011, the supplement dated as of May 9, 2011, the supplement dated as of February 7, 2012, the supplement dated as of August 29, 2012, the supplement dated as of September 19, 2012, the supplement dated as of February 28, 2013, the supplement dated as of May 21, 2013, the supplement dated as of May 29, 2013 and the supplement dated as of November 13, 2013 (as otherwise supplemented or modified prior to the date hereof, the “First-Lien Intercreditor Agreement”), among Univision Communications Inc., a Delaware corporation (the “Company”), Univision of Puerto Rico Inc., a Delaware corporation (the “Subsidiary Borrower” and together with the Company, the “Borrowers”), certain subsidiaries and affiliates of the Company (each a “Grantor”), Deutsche Bank A
TECHNICAL ASSISTANCE TERMINATION AGREEMENTTechnical Assistance Termination Agreement • September 4th, 2015 • Univision Holdings, Inc. • Television broadcasting stations • Delaware
This Technical Assistance Termination Agreement (this “Termination Agreement”) is entered into as of April 12, 2015 by and among by and among Univision Communications Inc., a Delaware corporation (“Univision”), Broadcasting Media Partners, Inc., a Delaware corporation (“BMP”), Broadcast Media Partners Holdings, Inc., a Delaware corporation (“BMPH” and, together with Univision and BMP, the “Univision Corporations”), and Televisa, S.A. de C.V. (“Televisa”) (each a “Party”, and, collectively, the “Parties”)
ContractFirst-Lien Intercreditor Agreement • November 2nd, 2015 • Univision Holdings, Inc. • Television broadcasting stations
REPRESENTATIVE SUPPLEMENT NO. 12 dated as of April 21, 2015 to the FIRST-LIEN INTERCREDITOR AGREEMENT dated as of July 9, 2009 as supplemented by the joinder agreement, dated as of October 26, 2010, the supplement dated as of February 14, 2011, the supplement dated as of May 9, 2011, the supplement dated as of February 7, 2012, the supplement dated as of August 29, 2012, the supplement dated as of September 19, 2012, the supplement dated as of February 28, 2013, the supplement dated as of May 21, 2013, the supplement dated as of May 29, 2013, the supplement dated as of November 13, 2013, the supplement dated as of January 23, 2014, Representative Supplement No. 10, dated as of February 19, 2015 and Representative Supplement No. 11, dated as of February 19, 2015 (the “Eleventh Supplement”) (the “First-Lien Intercreditor Agreement”), among Univision Communications Inc., a Delaware corporation (the “Company”), Univision of Puerto Rico Inc., a Delaware corporation (the “Subsidiary Borrower
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • July 2nd, 2015 • Univision Holdings, Inc. • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of March 29, 2013, among New Univision Deportes, LLC, a Delaware limited liability company, New Univision Enterprises, LLC, a Delaware limited liability company, Univision 24/7, LLC, a Delaware limited liability company, and Univision tlnovelas, LLC, a Delaware limited liability company, (each, a “Guaranteeing Subsidiary”), each a direct or indirect subsidiary of Univision Communications Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, as trustee (the “Trustee”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 2nd, 2015 • Univision Holdings, Inc. • Television broadcasting stations • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of May 29, 2013 (this “Third Amendment”), among UNIVISION COMMUNICATIONS INC., a Delaware corporation (the “US Borrower”), UNIVISION OF PUERTO RICO INC., a Delaware corporation (the “Subsidiary Borrower” and, together with the US Borrower, the “Borrowers”, and, each, a “Borrower”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as Administrative Agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”), the 2013 Incremental Term Loan Lenders party hereto, the 2013 Incremental Revolving Credit Lenders (as defined below) and the 2013 Refinancing Term Loan Lenders party hereto (with capitalized terms used, but not otherwise defined, in this paragraph and the recitals below to be defined as provided in Section 1 below).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN UNIVISION COMMUNICATIONS INC. (“Company”) AND RANDEL A. FALCO (“Executive”) (“Employment Agreement”)Employment Agreement • November 2nd, 2015 • Univision Holdings, Inc. • Television broadcasting stations
SUPPLEMENTSupplement • July 2nd, 2015 • Univision Holdings, Inc.
SUPPLEMENT (this “Supplement”) dated as of March 29, 2013, to (i) the Collateral Agreement dated as of July 9, 2009 (as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Collateral Agreement”), among Univision Communications Inc., a Delaware corporation (the “Company”), each subsidiary of the Company from time to time party thereto (each such subsidiary individually a “Guarantor” and collectively, the “Guarantors”; the Guarantors and the Company are referred to collectively herein as the “Grantors”) and Deutsche Bank AG New York Branch, as collateral agent (in such capacity, the “Collateral Agent”) for the Additional First-Lien Secured Parties and (ii) the First-Lien Intercreditor Agreement, dated as of July 9, 2009 (as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “First-Lien Intercreditor Agreement”), among the Company, Univision Of Puerto Rico, Inc., a
AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment Agreement • November 2nd, 2015 • Univision Holdings, Inc. • Television broadcasting stations • New York
This Amended and Restated Employment and Non-Competition Agreement (this “Agreement”), dated June 30, 2015, by and between Univision Communications Inc., a Delaware corporation (the “Company”), a wholly owned subsidiary of Univision Holdings, Inc. a Delaware corporation (“Parent”), and Francisco J. Lopez-Balboa (the “Employee”).
ContractFirst-Lien Intercreditor Agreement • July 2nd, 2015 • Univision Holdings, Inc.
REPRESENTATIVE SUPPLEMENT NO. 8 dated as of May 29, 2013 to the FIRST-LIEN INTERCREDITOR AGREEMENT dated as of July 9, 2009 as supplemented by the joinder agreement, dated as of October 26, 2010, the supplement dated as of February 14, 2011, the supplement dated as of May 9, 2011, the supplement dated as of February 7, 2012, the supplement dated as of August 29, 2012, the supplement dated as of September 19, 2012, the supplement dated as of February 28, 2013 and the supplement dated as of May 21, 2013 (the “First-Lien Intercreditor Agreement”), among Univision Communications Inc., a Delaware corporation (the “Company”), Univision of Puerto Rico Inc., a Delaware corporation (the “Subsidiary Borrower” and together with the Company, the “Borrowers”), certain subsidiaries and affiliates of the Company (each a “Grantor”), Deutsche Bank AG New York Branch, as Collateral Agent for the First-Lien Secured Parties under the First-Lien Security Documents (in such capacity, the “Collateral Agent”)
EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2015 • Univision Holdings, Inc. • Television broadcasting stations • New York
THIS EMPLOYMENT AGREEMENT is entered into by and between Univision Univision Communications Inc. (“Company”) and Roberto Llamas (“Employee”).
SEVERANCE AND GENERAL RELEASE AGREEMENTSeverance Agreement • October 21st, 2016 • Univision Holdings, Inc. • Television broadcasting stations • New York
This Severance and General Release Agreement (“Agreement”), by and between Roberto Llamas (“Employee”), an individual, Univision Holdings, Inc., a Delaware corporation (the “Parent”), and Univision Communications Inc. (“Company”), is a severance agreement that includes a general release of claims. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Employment Agreement, dated as of October 1, 2013, by and between Company and Employee (the “Employment Agreement”).
CREDIT AGREEMENT dated as of March 29, 2007, As Amended as of June 19, 2009, As Amended and Restated as of October 26, 2010 As Amended as of August 21, 2012, February 28, 2013, May 29, 2013, January 23, 2014 and September 3, 2015 among UNIVISION...Credit Agreement • November 2nd, 2015 • Univision Holdings, Inc. • Television broadcasting stations • New York
CREDIT AGREEMENT dated as of March 29, 2007, as amended as of June 19, 2009, and as amended and restated as of October 26, 2010 (this “Agreement”), among UNIVISION COMMUNICATIONS INC., a Delaware corporation (the “US Borrower”) and UNIVISION OF PUERTO RICO INC., a Delaware corporation (“Subsidiary Borrower”; and together with the US Borrower, the “Borrowers” and each, a “Borrower”), the Lenders (as defined herein), and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as Administrative Agent and First-Lien Collateral Agent (in each case, as defined herein) for the First-Lien Lenders (as defined herein) and as Administrative Agent, DEUTSCHE BANK SECURITIES INC. (“DBSI”) and BANC OF AMERICA SECURITIES LLC, as Arrangers (as defined herein) for the First-Lien Facilities, BANC OF AMERICA SECURITIES LLC, as documentation agent, and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, WACHOVIA BANK, NATIONAL ASSOCIATION, THE ROYAL BANK OF SCOTLAND, PLC and LEHMAN BROTHERS INC., as joint syndication agents. Capital
ContractSecurities Agreement • July 2nd, 2015 • Univision Holdings, Inc. • Delaware
NEITHER THIS SECURITY NOR ANY OF THE COMMON STOCK OR WARRANTS ISSUABLE UPON CONVERSION OF SUCH SECURITY HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED UNLESS THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND THE REGISTRATION, QUALIFICATION AND FILING REQUIREMENTS OF ALL APPLICABLE JURISDICTIONS HAVE BEEN COMPLIED WITH OR UNLESS SUCH REGISTRATION, QUALIFICATION AND FILINGS ARE NOT REQUIRED OR THE PROPOSED TRANSACTION WILL BE EXEMPT FROM REGISTRATION, QUALIFICATION AND FILING IN ALL SUCH JURISDICTIONS. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, THE ISSUER SHALL HAVE THE RIGHT IN CONNECTION WITH THE SALE, ENCUMBRANCE OR TRANSFER OF THIS SECURITY TO RECEIVE AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT.
Second Amendment (“Amendment”) to Employment Agreement dated January 14, 2011, as amended June 29, 2011 (the “Employment Agreement”) between Randel A. Falco (“Executive”), Univision Communications Inc. (“Company”) and Broadcasting Media Partners, Inc....Employment Agreement • November 2nd, 2015 • Univision Holdings, Inc. • Television broadcasting stations
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • September 4th, 2015 • Univision Holdings, Inc. • Television broadcasting stations • Delaware
This Amended and Restated Management Agreement (this “Agreement”) is entered into as of December 20, 2010 by and among Univision Communications Inc., a Delaware corporation (the “Univision”), Broadcasting Media Partners, Inc., a Delaware corporation (“BMP”), Broadcast Media Partners Holdings, Inc., a Delaware corporation (“BMPH” and, together with Univision and BMP, the “Univision Corporations”), Madison Dearborn Partners IV, L.P. (“MDPIV”), Madison Dearborn Partners V-B, L.P. (“MDPV” and together with MDPIV, “MDP”), Providence Equity Partners V Inc. (“PEPV”), Providence Equity Partners L.L.C. (“PEPVI” and together with PEPV, “PEP”), KSF Corp. (“SCG”), THL Managers VI, LLC (“THL”), TPG Capital, L.P. (“TPG” and together with MOP, PEP, SCG and THL, each a “Manager” and together, the “Managers”; provided that each Manager shall cease to be a “Manager” for all purposes hereunder at such time as such Manager or investment funds affiliated with such Manager are no longer members of a Princip
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • July 2nd, 2015 • Univision Holdings, Inc. • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of November 2, 2011, among Ufertas, LLC, a Delaware limited liability company, Univision Enterprises, LLC, f/k/a UniLabs, LLC, a Delaware limited liability company, Univision 24/7, LLC, a Delaware limited liability company, Univision Deportes, LLC, a Delaware limited liability company, Univision Financial Marketing, Inc., an Arizona corporation, Univision of Puerto Rico Real Estate Company, a Delaware corporation, and Univision tlnovelas, LLC, a Delaware limited liability company, (each, a “Guaranteeing Subsidiary”), each a direct or indirect subsidiary of Univision Communications Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as trustee (the “Trustee”).
SUPPLEMENTFirst-Lien Guarantee and Collateral Agreement • November 2nd, 2015 • Univision Holdings, Inc. • Television broadcasting stations
SUPPLEMENT (this “Supplement”), dated as of March 29 2013, to (i) the First-Lien Guarantee and Collateral Agreement, dated as of March 29, 2007 and amended as of February 28, 2013 (as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “First-Lien Guarantee and Collateral Agreement”), among Broadcast Media Partners Holdings, Inc., a Delaware corporation (“Holdings”), Umbrella Acquisition, Inc., a Delaware corporation (“Merger Sub”) to be merged with and into Univision Communications Inc. (the “US Borrower”), Univision Of Puerto Rico Inc., a Delaware corporation (“Subsidiary Borrower” and together with the US Borrower, the “Borrowers” and each, a “Borrower”), each subsidiary of the Borrowers from time to time party thereto (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, the Borrowers and Holdings are referred to collectively herein as the “G
