EXHIBIT 10.12.4
FOURTH AMENDMENT TO CREDIT AGREEMENT
FOURTH AMENDMENT TO CREDIT AGREEMENT (the "Fourth Amendment") dated as of
October 10, 2000 (this "Amendment") to the Credit Agreement dated as of
September 26, 1996 (as amended, the "Credit Agreement") among Univision
Communications Inc. (the "Borrower"), certain lenders party thereto
(collectively, the "Lenders"), BNP Paribas (as successor-in-interest to Banque
Paribas) and The Chase Manhattan Bank ("Chase"), as Managing Agents
(collectively, the "Managing Agents") and Chase, as Administrative Agent (in
such capacity, the "Administrative Agent").
R E C I T A L S
A. The Borrower has entered into a long-term lease (the "New Building
Lease") for studio and office space in a building (the "Los Angeles Building")
to be constructed in Los Angeles, California. The New Building Lease is a
Capitalized Lease Obligation, and creates a balance sheet liability in an amount
not exceeding $50,000,000 in the aggregate.
B. In incurring the Indebtedness constituted by the New Building Lease,
the Borrower relied on Section 6.2(e) of the Credit Agreement. (Section 6.2(e)
of the Credit Agreement permits up to $500,000,000 in unsecured Indebtedness,
with certain exceptions.) Upon completion of construction of the Los Angeles
Building, the New Building Lease will become secured by such building, and the
exception provided by Section 6.2(e) shall no longer be available.
C. The Borrower has requested that the Lenders amend Section 6.2(m) of
the Credit Agreement to provide a specific "basket" for Capitalized Lease
Obligations in an amount up to $50,000,000. The Borrower intends to use amended
Section 6.2(m) for the New Building Lease.
D. Capitalized terms used herein shall have the meanings assigned to such
terms in the Credit Agreement.
AGREEMENT
SECTION 1. AMENDMENT TO CREDIT AGREEMENT. Subject to satisfaction of the
conditions set forth in Section 2, Section 6.2(m) of the Credit Agreement is
amended in its entirety as follows:
"(m) Capitalized Lease Obligations in an aggregate amount not exceeding
$50,000,000."
SECTION 2. CONDITIONS PRECEDENT. This Amendment shall become effective upon
satisfaction of the following:
(a) The Administrative Agent shall have received an executed counterpart
of this Fourth Amendment from the Borrower, and the Administrative Agent
(pursuant to authority
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granted by, and having obtained all necessary consents of the Majority Lenders)
shall have executed this Amendment; and
(b) the Administrative Agent shall have received written evidence of the
Guarantors' consent to this Amendment.
SECTION 3. REPRESENTATIONS AND WARRANTIES
(a) The Borrower represents and warrants that it has duly authorized and
approved the execution and delivery of, and the performance by the Borrower of
the obligations on its part contained in, the Credit Agreement, as amended by
this Amendment, and the Credit Agreement, as amended by this Amendment,
constitutes the legal, valid and binding obligation of the Borrower enforceable
in accordance with the terms thereof.
(b) The Borrower represents and warrants that to the best of the
Borrower's knowledge, all approvals, consents and orders of, or filings with,
any Governmental Authority, legislative body, board, agency or commission having
jurisdiction which would constitute a condition precedent to the due performance
by the Borrower of its Obligations, or the absence of which would cause a
Material Adverse Effect, have been duly obtained.
SECTION 4. MISCELLANEOUS
(a) This Amendment shall be binding upon the successors and assigns of the
Borrower and the Lenders and shall, together with the rights and remedies of the
Lenders hereunder, inure to the benefit of the Lenders and their successors and
assigns.
(b) Except as expressly set forth herein, all provisions of the Credit
Agreement and all other Loan Documents shall continue in full force and effect.
(c) This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which counterparts so
executed and delivered shall be deemed to be an original, and all of which
counterparts, taken together, shall constitute but one and the same Amendment.
Delivery of an executed signature page of this Fourth Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.
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(d) This Fourth Amendment and the rights and obligations of the parties
under this Fourth Amendment shall be governed by, and construed and interpreted
in accordance with, the law of the State of New York (without reference to its
choice of law rules).
IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly
executed as of the date first above written.
UNIVISION COMMUNICATIONS INC.
By /s/ XXXXXX XXXXXX
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Name: XXXXXX XXXXXX
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Title: VICE PRESIDENT AND SECRETARY
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THE CHASE MANHATTAN BANK, as Administrative Agent
By /s/ XXXXXX XXXXX XXXXX
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Name: XXXXXX XXXXX XXXXX
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Title: VICE PRESIDENT
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GUARANTORS' CONFIRMATION AND ACKNOWLEDGMENT
Reference is made to that certain Credit Agreement dated as of
September 26, 1996 (as amended, the "Credit Agreement") among Univision
Communications Inc. (the "Borrower"), BNP Paribas (formerly known as Banque
Paribas) and The Chase Manhattan Bank ("Chase"), as Managing Agents, Chase, as
Administrative Agent, and BNP Paribas, Chase and the other financial
institutions party thereto as lenders (collectively, the "Lenders").
(Capitalized terms used herein and not defined shall have the meanings assigned
to them in the Credit Agreement.) Each of the undersigned has unconditionally,
continually and irrevocably guaranteed the obligations of the Borrower then or
thereafter existing under the Credit Agreement and the Notes, is a "Guarantor"
and has executed and delivered a "Guarantee" thereunder.
Each Guarantee provides that each Guarantor's obligations thereunder shall
remain in full force and effect without regard to, and shall not be affected or
impaired by any change in any term of any of the obligations of the Borrower or
any amendment of the Credit Agreement and that any such change or amendment may
be taken without the consent of, or notice to, such Guarantor. Notwithstanding
the foregoing, each of the undersigned Guarantors acknowledges that it has
received a copy of a Fourth Amendment (the "Fourth Amendment") dated as of
October 10, 2000, which further amends the Credit Agreement, and hereby consents
to the Fourth Amendment and agrees that such Guarantor's obligations under its
respective Guarantee, including the punctual payment when due of all of the
obligations of the Borrower now or hereafter existing under the Credit Agreement
and the Notes shall remain in full force and effect in all respects.
Dated as of October 10, 2000
UNIVISION TELEVISION GROUP, INC.
By /s/ XXXXXX X. XXXXX
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Name: XXXXXX X. XXXXX
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Title: EXECUTIVE VICE PRESIDENT AND CHIEF
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FINANCIAL OFFICER
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PTI HOLDINGS, INC.
By /s/ XXXXXX XXXXXX
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Name: XXXXXX XXXXXX
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Title: VICE PRESIDENT AND SECRETARY
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GALAVISION, INC.
By /s/ XXXXXX X. XXXXX
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Name: XXXXXX X. XXXXX
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Title: EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
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SUNSHINE ACQUISITION CORP.
By /s/ XXXXXX XXXXXX
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Name: XXXXXX XXXXXX
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Title: VICE PRESIDENT AND SECRETARY
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SUNSHINE ACQUISITION, L.P.
By /s/ XXXXXX X. XXXXX
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Name: XXXXXX X. XXXXX
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Title: EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
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THE UNIVISION NETWORK LIMITED PARTNERSHIP
By /s/ XXXXXX X. XXXXX
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Name: XXXXXX X. XXXXX
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Title: EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
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UNIVISION ONLINE, INC.
By /s/ XXXXXX X. XXXXX
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Name: XXXXXX X. XXXXX
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Title: EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
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UNIVISION - EV HOLDING, LLC
By /s/ XXXXXX X. XXXXX
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Name: XXXXXX X. XXXXX
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Title: EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
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