AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is
entered into as of September 25, 1996 by and among A. Xxxxxxx Xxxxxxxxx
("Xxxxxxxxx"), Sunshine Acquisition L.P., a California limited partnership
("SALP"), Sunshine Acquisition Corp., a California corporation ("SAC"),
Univision Special Partnership I, L.P., a Delaware limited partnership
("USPI", and together with Perenchio, SALP and SAC, the "Perenchio
Entities"), Grupo Televisa S.A., a Mexican corporation ("Grupo Televisa"),
Univisa, Inc., a Delaware corporation ("Univisa"), Grupo Telesistema S.A. de
C.V., a Mexican corporation ("Telesistema"), Univisa Broadcasting L.P, a
Delaware limited partnership ("Univisa Broadcasting"), Univision Special
Partnership II, L.P., a Delaware limited partnership ("USPII", and together
with Grupo Televisa, Univisa, Telesistema and Univisa Broadcasting, the
"Televisa Entities"), Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx (together with
Xxxxxxx Xxxxxxxx, the "Xxxxxxxx Brothers"), Venevision International Limited,
a British Virgin Islands corporation ("Venevision International Limited"),
Pack-A-Snack N.V., a Netherlands Antilles corporation ("Pack-A-Snack"),
Dennevar B.V., a Netherlands corporation ("Dennevar"), Venevision
International, Inc., a Florida Corporation ("Venevision International,
Inc."), Bravo Enterprises, Inc., a Delaware corporation ("Bravo"), Univision
Special Partnership III, L.P., a Delaware limited partnership ("USPIII", and
together with the Xxxxxxxx Brothers, Venevision International Limited,
Pack-A-Snack, Dennevar, Venevision International, Inc. and Bravo, the
"Venevision Entities"), Xxxxxxx X. Xxxxx ("Xxxxx"), Xxxxxx Family L.L.C., a
New York limited liability company ("Xxxxxx LLC"), Univision Communications
Inc., a Delaware corporation ("UCI"), PTI Holdings, Inc., a Delaware
corporation ("PTIH"), Univision Television Group, Inc., a Delaware
corporation ("UTG"), The Univision Network Holding Limited Partnership, a
Delaware limited partnership ("UNHLP"), The Univision Network Limited
Partnership, a Delaware limited partnership ("UNLP"), and Network Limited
Partner, Inc., a Delaware corporation ("NLPI", and together with UCI, PTIH,
UTG, UNHLP and UNLP, the "Univision Entities").
R E C I T A L S
WHEREAS, UCI has filed a registration statement (the "Registration
Statement") with the Securities and Exchange Commission (the "SEC") with
respect to an initial public offering of Class A Common Stock of UCI (the
"Offering").
WHEREAS, the parties hereto have agreed to reorganize the Univision
Entities to facilitate the Offering (the "Reorganization").
NOW, THEREFORE, in consideration of the mutual promises and
covenants herein contained, the parties hereto agree as follows:
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I. DEFINITIONS.
"AFFILIATE" means any person or entity directly or indirectly
controlling or controlled by or under direct or indirect common control with
another Person.
"AMENDED AND RESTATED PROGRAM LICENSE AGREEMENTS" means the Amended
and Restated Program License Agreement to be entered into by and between
Univisa and UNLP, and the Amended and Restated Program License Agreement to
be entered into by and between Dennevar and UNLP.
"GALAVISION" means Galavision, Inc., a Delaware corporation.
"INTERNATIONAL PROGRAM RIGHTS AGREEMENT" means the International
Program Rights Agreement to be entered into by and between UNLP, Grupo
Televisa (or an Affiliate of Grupo Televisa) and Venevision or an Affiliate
of Venevision).
"PACK-A-SNACK SENIOR DEBENTURE" means the UCI Senior Subordinated
Debenture Due 2003 in Principal Amount of $19,719,198 in favor of
Pack-A-Snack.
"PACK-A-SNACK SPONSOR NOTES" means the notes in favor of
Pack-A-Snack made pursuant to the Sponsor Loan Agreements.
"PACK-A-SNACK SUBORDINATED DEBENTURE" means the UCI Subordinated
Debenture Due 2005 in Principal Amount of $6,338,634 in favor of Pack-A-Snack.
"PARTICIPATION AGREEMENT" means the Participation Agreement to be
entered into by and among UCI, Perenchio, Grupo Televisa, the Xxxxxxxx
Brothers and Corporacion Venezolana de Television (Venevision) C.A.
"PERENCHIO SENIOR NOTE" means the UCI Senior Subordinated Note Due
2003 in Principal Amount of $24,490,466.10 in favor of Perenchio.
"PERENCHIO SUBORDINATED NOTE" means the UCI Subordinated Note Due
2005 in Principal Amount of $6,510,123.90 in favor of Perenchio.
"PERSON" means an individual, a corporation, a partnership, an
association, a limited liability company or a trust.
"PROGRAM LICENSE AGREEMENTS" means the Program License Agreement,
dated as of December 17, 1992, by and between Univisa and UNLP, and the
Program License Agreement, dated as of December 17, 1992, by and between
Dennevar and UNLP.
"REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement to be entered into by and among UCI and certain stockholders of UCI.
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"SECURITIES ACT" means the Securities Act of 1933, as amended and
the rules and the regulations of the Securities and Exchange Commission
thereunder.
"SPONSOR LOAN AGREEMENTS" means that certain Scheduled Loan
Agreement [Televisa] dated as of December 17, 1992 between UTG and Grupo
Televisa, that certain Scheduled Loan Agreement [Venevision] dated as of
December 17, 1992 between UTG and Pack-A-Snack, that certain Additional Loan
Agreement [Televisa]dated as of December 17, 1992 between UTG and Grupo
Televisa, and that certain Additional Loan Agreement [Venevision] dated as of
December 17, 1992 between UTG and Pack-A-Snack.
"TELEVISA AND VENEVISION WARRANTS" means the Amended and Restated
Warrants to purchase 6,855,779, 6,855,779, 364,631 and 364,631 shares of UCI
common stock to be granted by UCI in favor of Telesistema, Venevision
International Limited, USPII and USPIII respectively.
"TELEVISA SENIOR DEBENTURE" means the UCI Senior Subordinated
Debenture Due 2003 in Principal Amount of $19,719,198 in favor of Grupo
Televisa.
"TELEVISA SPONSOR NOTES" means the notes in favor of Grupo Televisa
made pursuant to the Sponsor Loan Agreements.
"TELEVISA SUBORDINATED DEBENTURE" means the UCI Subordinated
Debenture Due 2005 in Principal Amount of $6,338,634 in favor of Grupo
Televisa.
"TRANSACTION AGREEMENTS" means the Amended and Restated Program
License Agreements, the International Program Rights Agreement, the
Participation Agreement, and the Registration Rights Agreement and the other
documents and agreements referred to herein.
"UNIVISA SENIOR NOTE" means, as the context requires, the UCI Senior
Subordinated Note Due 2003 in Principal Amount of $644,485.95 in favor of
Univisa, or the PTIH Senior Subordinated Note Due 2003 in Principal Amount of
$4,133,430 in favor of Univisa.
"UNIVISA SUBORDINATED NOTE" means the UCI Subordinated Note Due 2005
in Principal Amount of $171,319.05 in favor of Univisa.
"UNIVISION EQUITY SECURITIES" means, as the context requires, the
partnership interests in UNHLP, the shares of Common Stock and Preferred
Stock of PTIH and the shares of Common Stock and Preferred Stock of UCI,
including shares of Common Stock of UCI being issued pursuant to the
Reorganization.
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"UNIVISION SECURITIES" means, as the context requires, the
partnership interests in UNHLP, the shares of Common Stock and Preferred
Stock of PTIH and UCI, the Pack-A-Snack Senior Debenture, Pack-A-Snack
Sponsor Notes, Pack-A-Snack Subordinated Debenture, Perenchio Senior Note,
Perenchio Subordinated Note, Televisa Senior Debenture, Televisa Subordinated
Debenture, Televisa Sponsor Notes, Univisa Senior Note, Univisa Subordinated
Note, Venevision Senior Note, and/or Venevision Subordinated Note.
"VENEVISION SENIOR NOTE" means, as the context requires, the UCI
Senior Subordinated Note Due 2003 in Principal Amount of $644,485.95 in favor
of Venevision International Limited, or the PTIH Senior Subordinated Note Due
2003 in Principal Amount of $4,133,430 in favor of Venevision International
Limited.
"VENEVISION SUBORDINATED NOTE" means the UCI Subordinated Note Due
2005 in Principal Amount of $171,319.05 in favor of Venevision International
Limited.
II. THE REORGANIZATION.
A. On the second business day after the execution of the
underwriting agreement by UCI and the underwriters with respect to the
Offering, the parties shall cause the following transactions to occur in the
order set forth below:
1. UCI, UTG and UNLP will enter into a new credit facility on the
terms set forth in the commitment letter attached as Exhibit A
hereto (the "New Facility").
2. UTG will draw the full term loan amount under the New Facility.
3. UTG will pay off all amounts owing to the lender under UTG's
existing bank facility and UTG will terminate such facility.
4. UTG will deposit approximately $85,000,000 with the trustee and
take all other required action to defease UTG's 11 3/4% Notes.
5. UTG will pay all intercompany debt owed to UNLP.
6. NLPI will be dissolved and its assets (UNLP and UNHLP partnership
interests) will be distributed to SALP, Univisa Broadcasting and
Bravo.
7. UNHLP will pay to SALP, Bravo and Univisa Broadcasting all
management fees accrued to such date pursuant to the UNHLP
Partnership Agreement.
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8. UNLP will pay to Univisa and Dennevar all license fees accrued to
such date pursuant to the Program License Agreements (net of
amounts due to UNLP under the Cost Sharing Agreement).
9. Subject to applicable withholding, the following Network
distributions will be made:
a. $60,000,000 distribution from UNLP to its partners
($59,994,000 to UNHLP, $3,000 to SALP, $1,500 to Univisa
Broadcasting and $1,500 to Bravo).
b. $59,994,000 distribution from UNHLP to its partners
($28,103,293 to SALP, $14,794,499 to Univisa Broadcasting
and $14,794,499 to Bravo, $727,989 to USPI, $786,858 to
USPII and $786,858 to USPIII).
c. $28,106,293 distribution from SALP to its partners
($25,365,929 to Perenchio, $1,405,314 to Xxxxx and
$1,335,049 to SAC).
d. $1,335,049 dividend from SAC to Perenchio.
e. Distribution of management fee paid to SALP in Section A(7)
above to Perenchio.
10. The Restated Certificate of Incorporation of UCI will be amended
as set forth on Exhibit B hereto to authorize additional shares
of Class P Common Stock, Class T Common Stock and Class V Common
Stock (sufficient to create enough shares to effectuate the
issuance described in Sections B(1), B(6), and B(7) and the stock
dividend described in Section B(9).
11. The Restated Certificate of Incorporation of PTIH will be amended
as set forth on Exhibit C hereto to authorize additional shares
of Class P Common Stock (sufficient to create enough shares to
effectuate the issuance described in Section B(8).
B. On the fourth business day after the execution of the
underwriting agreement with respect to the Offering by UCI and the
underwriters, the parties shall cause the following transactions to occur in
the order set forth below:
1. Subject to applicable withholding, the following contributions
to, and issuances by, UCI will be made:
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a. Univisa Broadcasting will contribute its UNHLP and UNLP
partnership interests in exchange for 4,513 shares of UCI
Class T Common Stock and $9,495,000 in cash.
x. Xxxxx will contribute its UNHLP and UNLP partnership
interests in exchange for 4,513 shares of UCI Class V Common
Stock and $9,495,000 in cash.
c. USPI will contribute its UNHLP partnership interests in
exchange for 240.1 shares of UCI Class P Common Stock and
$505,000 in cash.
d. USPII will contribute its UNHLP partnership interests in
exchange for 240.1 shares of UCI Class T Common Stock and
$505,000 in cash.
e. USPIII will contribute its UNHLP partnership interests in
exchange for 240.1 shares of UCI Class V Common Stock and
$505,000 in cash.
x. Xxxxxxxxx will contribute his partnership interest in SALP
in exchange for 8,363.6 shares of UCI Class P Common Stock
and $17,594,237 in cash.
x. Xxxxxxxxx will contribute his stock of SAC in exchange for
441.65 shares of UCI Class P Common Stock and $926,012 in
cash.
x. Xxxxx will contribute his partnership interest in SALP in
exchange for 462.17 shares of UCI Class P Common Stock and
$974,750 in cash.
2. UNHLP will be liquidated and its assets will be distributed to
UCI and SALP (with UCI assuming all obligations under the UNHLP
Hallmark Note).
3. The UNLP Partnership Agreement will be amended to reflect UCI as
general partner having a 71.85% interest in UNLP and SALP as a
limited partner having a 28.15% interest in UNLP and an Amended
Certificate of Limited Partnership will be filed.
4. Variable Dividends will be declared on UCI Class P Preferred
Stock, Class T Preferred Stock and Class V Preferred Stock
($16,827,723 on Class P, $442,834 on Class T and $442,834 on
Class
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V, in each case subject to adjustment in accordance with
Section C below) (see Section B(30) for payment of these
dividends).
5. Variable Dividends will be declared on PTIH Class T Preferred
Stock and Class V Preferred Stock ($980,791 on Class T and
$980,791 on Class V, in each case subject to adjustment in
accordance with Section C below) (see Section B(32) for payment
of these dividends).
6. The following contributions to, and issuances by, UCI will be
made:
a. Univisa will contribute 495 shares of PTIH Class T Common
Stock to UCI in exchange for 660 shares of UCI Class T
Common Stock.
b. Univisa will contribute 9,000 shares of PTIH Class T
Preferred Stock to UCI in exchange for 12,000 shares of UCI
Class T Common Stock.
c. Dennevar will contribute 495 shares of PTIH Class V Common
Stock to UCI in exchange for 660 shares of UCI Class V
Common Stock.
d. Venevision International Limited will contribute 9,000
shares of PTIH Class V Preferred Stock to UCI in exchange
for 12,000 shares of UCI Class V Common Stock.
e. USPII will contribute 505 shares of PTIH Class T Common
Stock to UCI in exchange for 673.5 shares of UCI Class T
Common Stock.
f. USPIII will contribute 505 shares of PTIH Class V Common
Stock to UCI in exchange for 673.5 shares of UCI Class V
Common Stock.
7. Each share of UCI Class P, T and V Preferred Stock held by the
Perenchio Entities, Televisa Entities and Venevision Entities
will be exchanged for a share of UCI Class P, T and V Common
Stock, respectively.
8. Each share of PTIH Class T and V Common Stock and each share of
Class P, T and V Preferred Stock held by UCI will be exchanged
for 1/100 of a share of PTIH Class P Common Stock.
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9. There will be a stock dividend of 227.010528 shares on each share
of UCI Class P, T and V Common Stock.
10. UCI's Restated Certificate of Incorporation will be Amended and
Restated as set forth on Exhibit D hereto.
11. UCI's Bylaws will be amended as set forth on Exhibit E hereto.
12. PTIH's Restated Certificate of Incorporation will be amended as
set forth on Exhibit F hereto.
13. PTIH's Bylaws will be amended as set forth on Exhibit G hereto.
14. PTI will be merged with and into PTIH.
15. The Amended and Restated Program License Agreements, the
Registration Rights Agreement, the Participation Agreement, the
International Program Rights Agreement, as set forth on Exhibits
H through L hereto, will be entered into by and among the parties
thereto.
16. Televisa and Venevision Warrants will be entered into as set
forth on Exhibits M(a)-(d) hereto.
17. UTG's Restated Certificate of Incorporation will be amended as
set forth on Exhibit N hereto.
18. UTG's Bylaws will be amended as set forth on Exhibit O hereto.
19. Xxxxx will convert each share of UCI Class P Common Stock owned
by him into one share of UCI Class A Common Stock.
20. The USPI Partnership Agreement will be amended to name Xxxxxx LLC
as the managing general partner thereof and USPI will convert
595,659 shares of UCI Class P Common Stock into the same number
of shares of UCI Class A Common Stock.
21. The USPII Partnership Agreement will be amended to name Xxxxxx
LLC as the managing general partner thereof and USPII will
convert 234,675 shares of UCI Class T Common Stock into the same
number of shares of UCI Class A Common Stock.
22. The USPIII Partnership Agreement will be amended to name Xxxxxx
LLC as the managing general partner thereof and USPIII
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will convert 234,675 shares of UCI Class V Common Stock into
the same number of shares of UCI Class A Common Stock.
23. USPI, USPII and USPIII will each enter into a voting agreement
with UCI in the form of Exhibit P hereto.
24. UCI will close the Offering.
25. UCI will draw down a sufficient amount under the revolver portion
of the New Facility that, when added to the remainder of the term
portion previously drawn and the net proceeds from the Offering,
will give UCI and its subsidiaries sufficient funds to make the
payments described in Sections B(29), (30), (31), (32), (33) and
(34).
26. UCI will contribute a sufficient amount to PTIH (to pay amounts
described in Sections B(32) and (33)).
27. UTG will borrow a sufficient amount from UCI (to pay amounts
described in Section B(34)).
28. UCI will advance sufficient amount to UNLP to allow UNLP to pay
principal and interest on the note issued to Univisa in
connection with the acquisition of Galavision and UNLP will repay
such note.
29. UNLP will transfer Galavision stock to UCI in repayment of the
advance.
30. Subject to applicable withholding, UCI will pay dividends on UCI
Class P, T and V Preferred Stock declared in Section B(4).
31. Subject to applicable withholding, UCI will repay principal and
interest on its debt securities as follows, with all amounts
subject to adjustment as provided in Section C below:
a. $25,202,588 to Grupo Televisa as repayment of Televisa
Senior Debenture.
b. $8,239,959 to Grupo Televisa as repayment of Televisa
Subordinated Debenture.
c. $25,202,588 to Pack-A-Snack as repayment of Pack-A-Snack
Senior Debenture.
d. $8,239,959 to Pack-A-Snack as repayment of Pack-A-Snack
Subordinated Debenture.
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e. $668,405 to Univisa as repayment of Univisa Senior Note.
f. $178,177 to Univisa as repayment of Univisa Subordinated
Note.
g. $668,405 to Venevision International Limited as repayment of
Venevision Senior Note.
h. $178,177 to Venevision International Limited as repayment of
Venevision Subordinated Note.
i. $25,399,418 to Perenchio as repayment of Perenchio Senior
Note.
j. $6,670,739 to Perenchio as repayment of Perenchio
Subordinated Note.
32. Subject to applicable withholding, PTIH will pay dividends on
PTIH Preferred Stock declared in Section B(5).
33. Subject to applicable withholding, PTIH will repay principal and
interest on its debt securities as follows, with all amounts
subject to adjustment as provided in Section C below:
a. $4,302,036 to Univisa as repayment of Univisa Senior Note.
b. $4,302,036 to Venevision International Limited as repayment
of Venevision Senior Note.
34. Subject to applicable withholding, UTG will repay principal and
interest on its debt securities as follows, with all amounts
subject to adjustment as provided in Section C below:
a. $103,632,461 to Grupo Televisa as repayment of Televisa
Sponsor Notes.
b. $ 43,512,960 to Pack-A-Snack as repayment of Pack-A-Snack
Sponsor Notes.
C. Calculations of accrued interest and dividends in this Agreement
were made with an assumption that such accrued interest and dividends would be
paid on July 31, 1996. To the extent such payments are made on a different
date, the amount of accrued interest and dividends payable hereunder will be
adjusted in accordance with the terms of the applicable instrument.
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III. REPRESENTATIONS AND WARRANTIES.
X. Xxxxxxxxx represents and warrants to the other parties hereto
as follows:
1. Each corporation and other entity listed on Schedule 2 is
an Affiliate of Perenchio, and all right, title and interest therein is
beneficially owned by Mr. A. Xxxxxxx Xxxxxxxxx, except as set forth on
Schedule 2.
2. Each corporation and other entity listed on Schedule 2 is
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization. Each such corporation and other entity has all
necessary power and authority to own the Univision Securities that it owns
and to execute, deliver and perform the Transaction Agreements to which it is
a party, and is duly qualified or licensed to do business as a foreign
corporation or other entity and in good standing in all jurisdictions where
such qualification is necessary in connection with such ownership or
performance.
3. The execution, delivery and performance of this Agreement
and each of the Transaction Agreements and the sale or transfer of the
Univision Securities by each Perenchio Entity who is doing so has been duly
and validly authorized by the Board of Directors or other appropriate
authority of, and by all other necessary action on the part of, each such
Perenchio Entity. This Agreement and each of the Transaction Agreements to
which Perenchio or any Perenchio Entity is a party constitutes the legally
valid and binding obligation of Perenchio or such Perenchio Entity,
enforceable against Perenchio or such Perenchio Entity in accordance with its
terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws and equitable
principles relating to or limiting creditors' rights generally. The
execution, delivery and performance of the Transaction Agreements by
Perenchio and such Perenchio Entities, and the transfer or sale of the
Univision Securities by Perenchio or the Perenchio Entities will not violate,
or constitute a breach or default (whether upon lapse of time and/or the
occurrence of any act or event or otherwise) under, the charter documents or
by-laws of any such Perenchio Entity or any contract or agreement to which
Perenchio or any such Perenchio Entity may be a party, result in the
imposition of any lien or encumbrance against any assets or properties of
Perenchio or any such Perenchio Entity, or violate any applicable law, rule
or regulation. Except for filings with the Federal Communications Commission,
the United States Department of Justice and the Federal Trade Commission,
which have been duly made, the execution, delivery and performance of this
Agreement and the Transaction Agreements by Perenchio and such Perenchio
Entities and the sale or transfer of the Univision Securities by Perenchio or
such Perenchio Entities will not require filing or registration with, or the
issuance of any permit or other authorization by, any third party or
governmental authority.
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4. Perenchio and such Perenchio Entities that are transferring
Univision Securities hereunder, own such securities, and are transferring such
securities free and clear of any liens.
5. The shares Common Stock of UCI being acquired by the Perenchio
Entities hereunder (i) are being acquired for the own account of such Perenchio
Entities, for investment purposes and without a view towards resale thereof and
(ii) will not be sold or otherwise disposed of by such Perenchio Entities except
in compliance with the Securities Act and other applicable securities laws.
B. Grupo Televisa represents and warrants to the other parties
hereto as follows:
1. Each corporation and other entity listed on Schedule 3 is an
Affiliate of Grupo Televisa, and all right, title and interest therein is
beneficially owned by Grupo Televisa, except as set forth on Schedule 3.
2. Each corporation and other entity listed on Schedule 3 is
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization. Each such corporation and other entity has all
necessary power and authority to own the Univision Securities that it owns
and to execute, deliver and perform the Transaction Agreements to which it is
a party, and is duly qualified or licensed to do business as a foreign
corporation or other entity and in good standing in all jurisdictions where
such qualification is necessary in connection with such ownership or
performance.
3. The execution, delivery and performance of this Agreement
and each of the Transaction Agreements and the sale or transfer of the
Univision Securities by Grupo Televisa and each Televisa Entity who is doing
so has been duly and validly authorized by the Board of Directors or other
appropriate authority of, and by all other necessary action on the part of,
each such Televisa Entity. This Agreement and each of the Transaction
Agreements to which Grupo Televisa and such Televisa Entity is a party
constitutes the legally valid and binding obligation of Grupo Televisa or
such Televisa Entity, enforceable against Grupo Televisa or such Televisa
Entity in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium and other
similar laws and equitable principles relating to or limiting creditors'
rights generally. The execution, delivery and performance of the Transaction
Agreements by Grupo Televisa and such Televisa Entities, and the transfer or
sale of the Univision Securities by Grupo Televisa or the Televisa Entities
will not violate, or constitute a breach or default (whether upon lapse of
time and/or the occurrence of any act or event or otherwise) under, the
charter documents or by-laws of Grupo Televisa or any such Televisa Entity or
any contract or agreement to which Grupo Televisa or any such Televisa Entity
may be a party, result in the imposition of any lien or encumbrance against
any assets or properties of Grupo Televisa or any such Televisa Entity, or
violate any applicable law, rule or regulation.
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Except for filings with the Federal Communications Commission, the United
States Department of Justice and the Federal Trade Commission, which have
been duly made, the execution, delivery and performance of this Agreement and
the Transaction Agreements by Grupo Televisa and such Televisa Entities and
the sale or transfer of the Univision Securities by Grupo Televisa and such
Televisa Entities will not require filing or registration with, or the
issuance of any permit or other authorization by, any third party or
governmental authority.
4. Grupo Televisa and such Televisa Entities that are transferring
Univision Securities hereunder, own such securities, and are transferring such
securities free and clear of any liens.
5. The shares Common Stock of UCI being acquired by the Televisa
Entities hereunder (i) are being acquired for the own account of such Televisa
Entities, for investment purposes and without a view towards resale thereof and
(ii) will not be sold or otherwise disposed of by such Televisa Entities except
in compliance with the Securities Act and other applicable securities laws.
C. Each of the Xxxxxxxx Brothers represents and warrants to the
other parties hereto as follows:
1. Each corporation and other entity listed on Schedule 4 is an
Affiliate of the Xxxxxxxx Brothers, except as set forth on Schedule 4.
2. Each corporation and other entity listed on Schedule 4 is
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization. Each such corporation and other entity has all
necessary power and authority to own the Univision Securities that it owns and
to execute, deliver and perform the Transaction Agreements to which it is a
party, and is duly qualified or licensed to do business as a foreign corporation
or other entity and in good standing in all jurisdictions where such
qualification is necessary in connection with such ownership or performance.
3. The execution, delivery and performance of this Agreement
and each of the Transaction Agreements and the sale or transfer of the Univision
Securities by each Venevision Entity who is doing so has been duly and validly
authorized by the Board of Directors or other appropriate authority of, and by
all other necessary action on the part of, each such Venevision Entity. This
Agreement and each of the Transaction Agreements to which the Xxxxxxxx Brothers
or a Venevision Entity is a party constitutes the legally valid and binding
obligation of the Xxxxxxxx Brothers or such Venevision Entity, enforceable
against the Xxxxxxxx Brothers or such Venevision Entity in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws and equitable principles
relating to or limiting creditors' rights generally. The execution, delivery
and performance of the Transaction Agreements by the Xxxxxxxx Brothers and such
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Venevision Entities, and the transfer or sale of the Univision Securities by
the Xxxxxxxx Brothers or the Venevision Entities will not violate, or
constitute a breach or default (whether upon lapse of time and/or the
occurrence of any act or event or otherwise) under, the charter documents or
by-laws of any such Venevision Entity or any contract or agreement to which
the Xxxxxxxx Brothers or any such Venevision Entity may be a party, result in
the imposition of any lien or encumbrance against any assets or properties of
the Xxxxxxxx Brothers or any such Venevision Entity, or violate any
applicable law, rule or regulation. Except for filings with the Federal
Communications Commission, the United States Department of Justice and the
Federal Trade Commission, which have been duly made, the execution, delivery
and performance of this Agreement and the Transaction Agreements by the
Xxxxxxxx Brothers and such Venevision Entities and the sale or transfer of
the Univision Securities by the Xxxxxxxx Brothers or any such Venevision
Entity will not require filing or registration with, or the issuance of any
permit or other authorization by, any third party or governmental authority.
4. The Xxxxxxxx Brothers and such Venevision Entities that are
transferring Univision Securities hereunder, own such securities, and are
transferring such securities free and clear of any liens.
5. The shares Common Stock of UCI being acquired by the Venevision
Entities hereunder (i) are being acquired for the own account of such
Venevision Entities, for investment purposes and without a view towards
resale thereof and (ii) will not be sold or otherwise disposed of by such
Venevision Entities except in compliance with the Securities Act and other
applicable securities laws.
X. Xxxxx represents and warrants to the other parties hereto as follows:
1. This Agreement and each of the Transaction Agreements to which
Xxxxx is a party constitutes the legally valid and binding obligation of Xxxxx,
enforceable against Xxxxx in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws and equitable principles relating to or
limiting creditors' rights generally. The execution, delivery and performance
of the Transaction Agreements by Xxxxx, and the transfer or sale of the
Univision Securities by Xxxxx will not violate, or constitute a breach or
default (whether upon lapse of time and/or the occurrence of any act or event or
otherwise) under any contract or agreement to which Xxxxx may be a party, result
in the imposition of any lien or encumbrance against any assets or properties of
Xxxxx, or violate any applicable law, rule or regulation. Except for filings
with the Federal Communications Commission, the United States Department of
Justice and the Federal Trade Commission, which have been duly made, the
execution, delivery and performance of this Agreement and the Transaction
Agreements by Xxxxx and the sale or transfer of the Univision Securities by
Xxxxx will not require filing or registration with, or the issuance of any
permit or other authorization by, any third party or governmental authority.
14
2. Xxxxx owns the Univision Securities being transferred by Xxxxx
hereunder, and is transferring such securities free and clear of any liens.
3. The shares Common Stock of UCI being acquired by Xxxxx hereunder
(i) are being acquired for Xxxxx'x own account, for investment purposes and
without a view towards resale thereof and (ii) will not be sold or otherwise
disposed of by Xxxxx except in compliance with the Securities Act and other
applicable securities laws.
X. Xxxxxx LLC represents and warrants to the other parties hereto as
follows:
1. Xxxxxx LLC is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization. Xxxxxx LLC has
all necessary power and authority to execute, deliver and perform the
Transaction Agreements to which it is a party, and is duly qualified or
licensed to do business as a foreign corporation or other entity and in good
standing in all jurisdictions where such qualification is necessary in
connection with such ownership or performance.
2. The execution, delivery and performance of this Agreement
and each of the Transaction Agreements by Xxxxxx LLC has been duly and
validly authorized by the appropriate authority of, and by all other
necessary action on the part of, Xxxxxx LLC. This Agreement and each of the
Transaction Agreements to which Xxxxxx LLC is a party constitutes the legally
valid and binding obligation of Xxxxxx LLC, enforceable against Xxxxxx LLC in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws and
equitable principles relating to or limiting creditors' rights generally.
The execution, delivery and performance of the Transaction Agreements by
Xxxxxx LLC will not violate, or constitute a breach or default (whether upon
lapse of time and/or the occurrence of any act or event or otherwise) under
any contract or agreement to which Xxxxxx LLC may be a party, result in the
imposition of any lien or encumbrance against any assets or properties of
Xxxxxx LLC, or violate any applicable law, rule or regulation. Except for
filings with the Federal Communications Commission, the United States
Department of Justice and the Federal Trade Commission, which have been duly
made, the execution, delivery and performance of this Agreement and the
Transaction Agreements by Xxxxxx LLC will not require filing or registration
with, or the issuance of any permit or other authorization by, any third
party or governmental authority.
F. Each Univision Entity represents and warrants to the other parties
hereto as follows:
1. Such Univision Entity is duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization. Such
Univision Entity has all necessary power and authority to own the Univision
Securities which it owns and
15
to execute, deliver and perform the Transaction Agreements to which it is a
party, and is duly qualified or licensed to do business as a foreign
corporation or other entity and in good standing in all jurisdictions where
such qualification is necessary in connection with such ownership or
performance.
2. The execution, delivery and performance of this Agreement
and each of the Transaction Agreements and the issuance of the Univision
Securities by such Univision Entity who is doing so has been duly and validly
authorized by the Board of Directors or other appropriate authority of, and
by all other necessary action on the part of, each such Univision Entity.
This Agreement and each of the Transaction Agreements to which such Univision
Entity is a party constitutes the legally valid and binding obligation of
such Univision Entity, enforceable against such Univision Entity in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws and
equitable principles relating to or limiting creditors' rights generally.
The execution, delivery and performance of the Transaction Agreements by such
Univision Entity, and the issuance of the Univision Securities by such
Univision Entity will not violate, or constitute a breach or default (whether
upon lapse of time and/or the occurrence of any act or event or otherwise)
under, the charter documents or by-laws of any such Univision Entity or any
contract or agreement to which such Univision Entity may be a party, result
in the imposition of any lien or encumbrance against any assets or properties
of such Univision Entity, or violate any applicable law, rule or regulation.
Except for filings with the Federal Communications Commission, the United
States Department of Justice and the Federal Trade Commission, which have
been duly made, the execution, delivery and performance of this Agreement and
the Transaction Agreements by such Univision Entity and the sale or transfer
of the Univision Securities by such Univision Entity will not require filing
or registration with, or the issuance of any permit or other authorization
by, any third party or governmental authority.
3. The common stock of UCI being issued hereunder will be upon
issuance, validly issued, fully paid and non-assessable.
IV. TAX MATTERS.
A. The parties hereto agree that all payments made with respect to
the Univision Securities will be treated and reported for federal, state and
local income or franchise tax purposes in accordance with their form or
characterization as set forth in the documents pertaining thereto, and no party
hereto shall make any statement or take any position, or permit any of its
Affiliates to make any statement or take any position, inconsistent therewith in
connection with any tax matter, including but not limited to any tax return or
in the course of any audit by a taxing authority within the United States;
provided that the foregoing shall not apply if (i) such treatment is contrary to
a "determination" within the meaning of Section 1313 of the Internal Revenue
Code (or equivalent state law provision), (ii) any party provides an unqualified
opinion of nationally recognized tax counsel that there is no reasonable basis
for such treatment,
16
and none of the other parties provides an opinion of nationally recognized
tax counsel to the contrary, or (iii) the parties hereto unanimously consent
to a different treatment.
B. Other than as set forth on Schedule 1, each of the undersigned
represents and warrants that such Person has not transferred any of the
Univision Equity Securities since December 17, 1992. Other than as set forth
in this Agreement, each of the undersigned represents and warrants that such
Person does not currently have, and will not have at the time of the
Reorganization, a plan, intention or arrangement to sell, exchange, transfer,
distribute, pledge or otherwise dispose of any of the Univision Equity
Securities, including the shares of UCI's stock that such Person will receive
in the Reorganization, and in no event will the undersigned sell any of such
shares of UCI stock within the six month period following the date of the
closing of the Offering, except, in each case, for transfers of Univision
Equity Securities to Affiliates of any of the parties hereto; provided that,
prior to any such transfer, the transferor (the "Intragroup Transferor")
delivers to UCI an unqualified opinion of (w) Fried, Frank, Harris, Xxxxxxx &
Xxxxxxxx, (x) Milbank, Tweed, Xxxxxx & XxXxxx, (y) O'Melveny & Xxxxx LLP or
(z) other nationally recognized tax counsel which other counsel shall be
reasonably acceptable to UCI, that such transfer will not reduce the number
of shares of UCI received, held, owned and/or deemed owned "immediately
after" the Reorganization by a party treated as a transferor of property in
exchange for UCI stock for purposes of determining "control" under Section
351 of the Internal Revenue Code, other than, in the case of Grupo Televisa
and its Affiliates and Venevision and its Affiliates, transfers to Grupo
Televisa or its Affiliates or Venevision or its Affiliates, as the case may
be, of (i) shares of UCI owned by such Intragroup Transferor prior to the
date hereof, (ii) shares of UCI received pursuant to Section II(B)(1) hereof
and (iii) shares of UCI received as a dividend on the shares described in
clauses (i) and (ii) above pursuant to Section II(B)(9) hereof.
C. The parties agree that (i) the contributions to UCI described
in Article II(B)(1) and (6) above, (ii) the Offering and (iii) the
transactions contemplated by that certain Purchase Agreement among UCI and
the partners of Sainte Limited, a California limited partnership, are
intended to constitute interdependent components of a single integrated plan
for the capitalization of UCI under Section 351 of the Internal Revenue Code.
V. MISCELLANEOUS.
A. ENTIRE AGREEMENT. The express provisions of this Agreement and
the Transaction Agreements, and the documents delivered in connection with any
thereof, constitute the entire agreement among the parties and their Affiliates,
and supersede all other agreements and understandings, both written and oral,
among the parties and their Affiliates, or any of them, with respect to the
subject matter hereof and thereof. No implied agreements shall be deemed to
exist with respect to such subject
17
matter. All references to sections, subsections and schedules shall be
deemed references to such part of this Agreement, unless the context shall
otherwise require.
B. ASSIGNMENTS. Neither this Agreement nor any rights or
obligations hereunder may be assigned or delegated by any of the parties, in
whole or in part, whether voluntarily, by operation of law or otherwise,
except for (i) assignments or delegations to transferees of Univision Equity
Securities in connection with transfers of Univision Equity Securities made
in compliance with Section IV(B) above and (ii) assignments or delegations to
transferees of Univision Securities (other than Univision Equity Securities)
in connection with transfers of such Univision Securities made in compliance
with the agreements and instruments governing such Univision Securities. Any
attempted assignment or delegation in violation of this prohibition shall be
null and void. Subject to the foregoing, all of the terms and provisions
hereof shall be binding upon, and inure to the benefit of, the permitted
successors and assigns of the parties. Nothing contained herein, express or
implied, is intended to confer on any Person other than the parties or their
respective permitted successors and assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.
C. JURISDICTION; VENUE; SERVICE OF PROCESS. Each of the parties
irrevocably submits to the jurisdiction of any California State or United
States Federal court sitting in Los Angeles County in any action or
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby, and irrevocably agrees that any such action or
proceeding may be heard and determined only in such California State or
Federal court. Each of the parties irrevocably waives, to the fullest extent
it may effectively do so, the defense of an inconvenient forum to the
maintenance of any such action or proceeding. Each of the parties irrevocably
appoints CT Corporation System (the "Process Agent"), with an office on the
date hereof at 000 Xxxx 0xx Xxxxxx, Xxx Xxxxxxx, XX 00000 as his or its agent
to receive on behalf of him or it and his or its property service of copies
of the summons and complaint and any other process which may be served in any
such action or proceeding. Such service may be made by delivering a copy of
such process to any of the parties in care of the Process Agent at the
Process Agent's above address or such other address the Process Agent may
have in the future, and each of the parties irrevocably authorizes and
directs the Process Agent to accept such service on its behalf. As an
alternate method of service, each of the parties consents to the service of
copies of the summons and complaint and any other process which may be served
in any such action or proceeding by the mailing or delivering of a copy of
the such process to such party at its address specified in or in accordance
with Section V.D. Each of the parties agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
D. NOTIFICATION. All notices and other communications required or
permitted hereunder shall be in writing, shall be deemed duly given upon actual
receipt, and shall be delivered (a) in person, (b) by registered or certified
mail (air mail if addressed to an address outside of the country in which
mailed), postage prepaid, return
18
receipt requested, (c) by a generally recognized overnight courier service
which provides written acknowledgement by the addressee of receipt, or (d) by
facsimile or other generally accepted means of electronic transmission
(provided that a copy of any notice delivered pursuant to this clause (d)
shall also be sent pursuant to clause (b)), addressed as set forth on
Schedule 1 hereto or to such other addresses as may be specified by like
notice to the other parties.
E. INDEMNIFICATION. Each of the parties (an "INDEMNIFYING PARTY")
indemnifies each of the other parties, their respective Affiliates, the
officers, directors, shareholders, agents, employees and attorneys of each of
the other parties and their respective Affiliates, and their respective
heirs, administrators, successors and assigns, and agrees to hold each of
them harmless, from and against any and all Losses which any of them may
incur or suffer, or which may be asserted against or imposed on any of them,
directly or indirectly, arising out of, as a result of or based upon any
inaccuracy in or breach or nonperformance of any of the representations,
warranties, covenants or agreements made by the Indemnifying Party in this
Agreement. As used in this Agreement, "LOSSES" refers to any and all
liability, losses, costs, deficiencies, damages, demands, claims, actions,
judgments, causes of action and expenses (including, without limitation,
attorneys' and accountants' fees, costs incurred to investigate or defend,
and costs incurred to enforce the provision hereof).
F. INVALIDITY. If any provision of this Agreement is too broad to
permit enforcement to its full extent, such provision shall nevertheless be
enforced to the maximum extent permitted by law, and each party agrees that
such provisions may be judicially modified accordingly in any proceeding
brought to enforce this Agreement. If any portion of this Agreement shall be
held to be indefinite, invalid or otherwise entirely unenforceable, the
entire Agreement shall not fail on account thereof. The balance of this
Agreement shall continue in full force and effect.
G. AMENDMENTS AND WAIVERS. No modification, amendment,
termination or waiver of any provision of this Agreement, nor consent to any
departure therefrom, shall in any event be effective unless the same shall be
in writing and signed by the parties, and then such waiver or consent shall
be effective only in the specific instance and for the purpose for which
given. Neither any course of dealing nor any failure or delay on the part of
any of the parties in exercising any right, power or privilege hereunder
shall impair any such power, right or privilege or operate as a waiver
thereof or as a waiver or acquiescence in any default, nor shall any single
or partial exercise thereof preclude any other or further exercise of any
other right, power or privilege. No notice to or demand on any of the
parties in any case shall entitle such party to any other or further notice
or demand in the same, similar or other circumstances.
H. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall
19
become effective when one or more counterparts have been signed by each party
and delivered to each party.
I. FURTHER ACTIONS. Subject to the terms and conditions of this
Agreement, each of the parties agrees to use all commercially reasonable
efforts to take, or cause to be taken, all action necessary, proper or
advisable to consummate and make effective the transactions contemplated by
this Agreement.
J. SPECIFIC PERFORMANCE. The parties hereby acknowledge that each
party would suffer irreparable injury and would not have an adequate remedy
at law for money damages if the provisions of this Agreement were not
performed in accordance with their terms. Each party agrees that the others
shall be entitled to specific enforcement of the terms of this Agreement in
addition to any other remedy to which they are entitled, at law or in equity.
Furthermore, if any action or proceeding shall be instituted to enforce the
provisions hereof, any party against whom such action or proceeding is
brought hereby waives the claim or defense therein that there is an adequate
remedy at law, and agrees not to urge in any such action or proceeding the
claim or defense that such remedy at law exists.
K. SECTION AND OTHER HEADINGS. Section titles are for descriptive
purposes only and shall not control or alter the meaning of this Agreement as
set forth in the text.
L. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California applicable
to contracts between California parties made and performed in that State,
without regard to conflict of laws principles.
M. ATTORNEYS' FEES; COSTS AND EXPENSES. In any action or
proceeding brought to enforce any provision of the Agreement, or where any
provision hereof is validly asserted as a defense, the successful party shall
be entitled to recover reasonable attorneys' fees in addition to its cost and
expense and any other available remedy.
N. TERMINATION OF CERTAIN AGREEMENTS. The parties agree that
effective upon the consumation of the transactions contemplated by this
Agreement, the agreements set forth on Schedule 1 hereto shall be deemed
terminated effective as of the date set forth on such schedule.
20
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
/s/ A. Xxxxxxx Xxxxxxxxx
--------------------------------
A. XXXXXXX XXXXXXXXX
SUNSHINE ACQUISITION L.P.
By: Sunshine Acquisition Corp.,
its General partner
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Title: Vice President
--------------------------
SUNSHINE ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Title: Vice President
--------------------------
UNIVISION SPECIAL PARTNERSHIP L.L.P.
By: Sunshine Acquisition, L.P.
---------------------------
Its: General Partner
---------------------------
By: Sunshine Acquisition Corp., its General Partner
By: /s/ Xxxxxx X. Xxxxxx
----------------------
Title: Vice President
-------------------
S-1
GRUPO TELEVISA S.A.
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------
Title: Attorney in fact
------------------------
UNIVISA, INC.
By: /s/ [Illegible]
---------------------------
Title: President & Chief Operating
------------------------
Officer
GRUPO TELESISTEMA S.A. DE C.V.
By: /s/ Xxxxx Xxxxxx
---------------------------
Title: President
------------------------
UNIVISA BROADCASTING L.P.
By: Univisa Broadcasting Corp.,
its General Partner
By: /s/ [Illegible]
---------------------------
Its: Vice President & Secretary
--------------------------
By: /s/ [Illegible]
----------------------
Title:
-------------------
S-2
UNIVISION SPECIAL PARTNERSHIP II,
L.P.
By: Univision Broadcasting L.P.,
its General Partner
By: Univision Broadcasting Corp.
--------------------------------
Its: General Partner
-------------------------------
By: /s/ [Illegible]
---------------------------
Title: President
------------------------
/s/ Xxxxxxx Xxxxxxxx
-----------------------------------
XXXXXXX XXXXXXXX
/s/ Xxxxxxx Xxxxxxxx
-----------------------------------
XXXXXXX XXXXXXXX
VENEVISION INTERNATIONAL LIMITED
By: /s/ [Illegible]
-------------------------------
Title: Attorney-in-fact
----------------------------
PACK-A-SNACK N.V.
By: /s/ [Illegible]
-------------------------------
Title: Attorney-in-fact
----------------------------
S-3
DENNEVAR B.V.
By: /s/ [Illegible]
-------------------------------
Title: Attorney-in-fact
----------------------------
VENEVISION INTERNATIONAL, INC.
By: /s/ [Illegible]
-------------------------------
Title: Attorney-in-fact
----------------------------
BRAVO ENTERPRISES, INC.
By: /s/ [Illegible]
-------------------------------
Title: Attorney-in-fact
----------------------------
UNIVISION SPECIAL PARTNERSHIP III,
L.P.
By: Xxxxxxx International Management, LTD
-------------------------------
Its: Managing General Partner
------------------------------
By: /s/ [Illegible]
---------------------------
Title: Attorney-in-fact
-----------------------
/s/ Xxxxxxx X. Xxxxx
-----------------------------------
XXXXXXX X. XXXXX
S-4
UNIVISION COMMUNICATIONS INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
----------------------------
PTI HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
----------------------------
UNIVISION TELEVISION GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
----------------------------
THE UNIVISION NETWORK HOLDING
LIMITED PARTNERSHIP
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx
Its: Managing Director and Secretary
------------------------------
By:
---------------------------
Title:
-----------------------
S-5
THE UNIVISION NETWORK LIMITED
PARTNERSHIP
The Univision Network Holding
By: Limited Partnership
-------------------------------
Its: General Partner
------------------------------
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Xxxxxx X. Xxxxxx
Title: Managing Director and
-----------------------
Secretary
NETWORK LIMITED PARTNER, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
----------------------------
THE XXXXXX FAMILY L.L.C.
By: /s/ [Illegible]
------------------------------
Title: [Illegible]
----------------------------
S-6
EXHIBIT INDEX
Exhibit A - Commitment Letter for New Facility
Exhibit B - Amendment to UCI Certificate to Authorize Additional Shares
Exhibit C - Amendment to PTIH Certificate to Authorize Addtional Shares
Exhibit D - UCI Restated Certificate of Incorporation
Exhibit E - UCI Amended Bylaws
Exhibit F - PTIH Restated Certificate of Incorporation
Exhibit G - PTIH Amended Bylaws
Exhibit H - Univisa Amended and Restated Program License Agreement
Exhibit I - Dennevar Amended and Restated Program License Agreement
Exhibit J - Registration Rights Agreement
Exhibit K - Participation Agreement
Exhibit L - International Program Rights Agreement
Exhibit M(a) - Televisa Amended and Restated Warrant
Exhibit M(b) - Venevision Amended and Restated Warrant
Exhibit M(c) - Televisa Amended and Restated Warrant
Exhibit M(d) - Venevision Amended and Restated Warrant
Exhibit N - UTG Restated Certificate of Incorporation
Exhibit O - UTG Amended Bylaws
Exhibit P - Voting Agreement
S-i
Pursuant to Item 601(b)(2) of Regulation S-K:
(1) the exhibits listed on the foregoing page have not been filed; and
(2) the Company hereby agrees to furnish supplementally a copy of any of
these omitted exhibits to the Commission upon request.
