AMENDMENT
Exhibit 4.25
Execution Version
AMENDMENT
AMENDMENT (this “Amendment”), dated as of February 28, 2011, to that certain Amended
and Restated Stockholders Agreement, dated as of December 20, 2010 (the “Stockholders
Agreement”), is made by and among Broadcasting Media Partners, Inc., a Delaware corporation
(the “Company”), Broadcast Media Partners Holdings, Inc., a Delaware corporation
(“BMPH”), Univision Communications Inc., a Delaware corporation (“Univision”) and
certain stockholders of the Company (collectively, the “Parties”). Capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the Stockholders Agreement.
WITNESSETH:
WHEREAS, the Parties wish to amend the Stockholders Agreement as herein set forth to correct
typographical errors in the capitalization of the Company and the Additional Equity Amount; and
WHEREAS, this Amendment amends the Stockholders Agreement in accordance with Section 8.2 of
the Stockholders Agreement.
NOW, THEREFORE, based upon the mutual promises and agreements contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned, intending to be legally bound, hereby agree as follows:
AGREEMENTS
1. Amendment to the Stockholders Agreement.
(a) Section 9.2 of the Stockholders Agreement shall be amended as follows: the
reference to the number “1,281,464” in the definition of “Additional Equity
Amount” shall be deleted and replaced with “1,282,100”.
(b) Schedule I to the Stockholders Agreement shall be replaced with the contents
of Schedule I hereto.
2. Representations.
(a) Each of the Parties represents and warrants that (i) all corporate and limited
liability company action necessary for the authorization, execution, and delivery
of this Amendment by it have been taken and obtained; (ii) this Amendment has been
duly and validly executed and delivered by it and (assuming due authorization,
execution and delivery by the other Parties hereto) shall be valid and legally
binding upon it and enforceable against it, except to the extent the
enforceability thereof may be limited by bankruptcy laws, insolvency laws,
reorganization laws, moratorium laws or other laws of general applicability affecting creditors’ rights
generally or by general equitable principles (regardless of whether enforcement is
sought in a proceeding in equity or at law); and (iii) its execution or delivery
of this Amendment does not and will not conflict with or violate any provision of
its organizational documents.
(b) Each of the undersigned Parties (other than the Company, BMPH and Univision)
represent and warrant that it owns the number of shares across from such Party’s
name on the attached Schedule I (in the case of Multimedia Telecom, S.A. de C.V.,
assuming the effectiveness of, and the completion of the deliveries under, the
amendment to the Investment Agreement entered into immediately prior hereto by
Televisa, the Company, Univision and BMPSI Services II, LLC). The Company
represents that the undersigned parties (other than the Company, BMPH and
Univision) collectively comprise the Majority PITV Investors necessary to amend
the Stockholders Agreement.
3. Reference to and Effect on the Stockholders Agreement; Ratification.
(a) Except as specifically amended above, the Stockholders Agreement is and shall continue to
be in full force and effect and is hereby ratified and confirmed in all respects.
(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of any Party hereto under the Stockholders Agreement, or constitute a
waiver of any provision of any other agreement.
(c) Upon the effectiveness of this Amendment, each reference in the Stockholders Agreement to
“Stockholders Agreement”, “hereto”, “hereunder”, “hereof” or words of like import referring to the
Stockholders Agreement, and, for the avoidance of doubt, each reference in any other Transaction
Documents to “the Stockholders Agreement”, “thereto”, “thereof”, “thereunder” or words of like
import referring to the Stockholders Agreement, shall mean and be a reference to the Stockholders
Agreement as amended hereby.
4. Execution of Counterparts. This Amendment may be executed in any number of
counterparts and by different Parties hereto on separate counterparts, each of which counterparts,
when 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.
5. Governing Law. This Amendment and the negotiation, execution, performance or
nonperformance, interpretation, construction and all matters based upon, arising out of or related
to this Amendment, whether arising in law or in equity (collectively, the “Covered
Matters”), and all claims or causes of action (whether in contract or tort) that may be based
upon, arise out of or relate to the Covered Matters, except for documents, agreements and
instruments that specify otherwise, shall be governed by the laws of the
State of Delaware without giving effect to its principles or rules of conflict of laws to the
extent that such principles or rules would require or permit the application of laws of another
jurisdiction.
6. Headings. The Section headings used or contained in this Amendment are for convenience
of reference only and shall not affect the construction of this Amendment.
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7. Severability. In the event that any provision hereof would, under applicable Law
(other than Federal Communications Laws, in which case any modification or limitation must be
agreed by each of Televisa, on the one hand, and the Majority Principal Investors, on the other
hand (or, if there are no Principal Investors, the agreement of Televisa and the Board of the
Company shall be required)), be invalid or unenforceable in any respect, such provision shall be
construed by modifying or limiting it so as to be valid and enforceable to the maximum extent
compatible with, and possible under, applicable Law. The provisions hereof are severable, and in
the event any provision hereof should be held invalid or unenforceable in any respect pursuant to
the preceding sentence, it shall not invalidate, render unenforceable or otherwise affect any other
provision hereof.
8. Interpretation. Whenever the context and construction so require, all words used in
the singular number herein shall be deemed to have been used in the plural, and vice versa, and the
masculine gender shall include the feminine and neuter and the neuter shall include the masculine
and feminine.
[The remainder of the page is intentionally left blank.]
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IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed by their
respective officers hereunto duly authorized as of the day and year first above written.
| THE COMPANY: | BROADCASTING MEDIA PARTNERS, INC. | |||||
| By: | * | |||||
| Name: Xxxxxx X. Xxxxxx | ||||||
| Title: Senior Executive Vice President | ||||||
| BMPH: | BROADCAST MEDIA PARTNERS HOLDINGS, INC. | |||||
| By: | * | |||||
| Name: Xxxxxx X. Xxxxxx | ||||||
| Title: Senior Executive Vice President | ||||||
| UNIVISION: | UNIVISION COMMUNICATIONS INC. | |||||
| By: | * | |||||
| Name: Xxxxxx X. Xxxxxx | ||||||
| Title: Senior Executive Vice President | ||||||
| * | The signature appearing immediately below shall serve as a signature at each place indicated
with an “*” on this page: |
| /s/ Xxxxxx X. Xxxxxx | ||||||
| Name: Xxxxxx X. Xxxxxx | ||||||
| Title: Senior Executive Vice President |
Signature Page to Stockholders Agreement Amendment
THE PRINCIPAL INVESTORS:
MDP INVESTORS
| MADISON DEARBORN CAPITAL PARTNERS IV, L.P. | ||||||
| By: | Madison Dearborn Partners IV, L.P., its General Partner | |||||
| By: | Madison Dearborn Partners, LLC, its General Partner | |||||
| By: | * | |||||
| Name: Xxxxxxx X. Xxxx | ||||||
| Its: Managing Director | ||||||
| MDCPIV INTERMEDIATE (UMBRELLA), L.P. | ||||||
| By: | Madison Dearborn Partners IV, L.P. its General Partner | |||||
| By: | Madison Dearborn Partners, LLC, its General Partner | |||||
| By: | * | |||||
| Name: Xxxxxxx X. Xxxx | ||||||
| Its: Managing Director | ||||||
| MADISON DEARBORN CAPITAL PARTNERS V-A, L.P. | ||||||
| By: | Madison Dearborn Partners V-A&C, L.P., its General Partner | |||||
| By: | Madison Dearborn Partners, LLC, its General Partner | |||||
| By: | * | |||||
| Name: Xxxxxxx X. Xxxx | ||||||
| Its: Managing Director | ||||||
Signature Page to Stockholders Agreement Amendment
| MDCPV INTERMEDIATE (UMBRELLA), L.P. | ||||||
| By: | Madison Dearborn Partners V-A&C, L.P., its General Partner | |||||
| By: | Madison Dearborn Partners, LLC, its General Partner | |||||
| By: | * | |||||
| Name: Xxxxxxx X. Xxxx | ||||||
| Its: Managing Director | ||||||
| MDCP FOREIGN CO-INVESTORS (UMBRELLA), L.P. | ||||||
| By: | Madison Dearborn Partners V-A&C, L.P., its General Partner | |||||
| By: | Madison Dearborn Partners, LLC, its General Partner | |||||
| By: | * | |||||
| Name: Xxxxxxx X. Xxxx | ||||||
| Its: Managing Director | ||||||
| MDCP US CO-INVESTORS (UMBRELLA), L.P. | ||||||
| By: | Madison Dearborn Partners V-A&C, L.P., its General Partner | |||||
| By: | Madison Dearborn Partners, LLC, its General Partner | |||||
| By: | * | |||||
| Name: Xxxxxxx X. Xxxx | ||||||
| Its: Managing Director | ||||||
| * | The signature appearing immediately below shall serve as a signature at each place indicated with
an “*”under the heading of MDP INVESTORS: |
| /s/ Xxxxxxx X. Xxxx | ||||||
| Name: Xxxxxxx X. Xxxx | ||||||
| Title: Managing Director |
Signature Page to Stockholders Agreement Amendment
PEP INVESTORS
| PROVIDENCE INVESTORS V (UNIVISION) L.P. | ||||||
| By: | Providence Umbrella GP L.L.C., its General Partner | |||||
| By: | * | |||||
| Name: Xxxx Xxxxxxxx | ||||||
| Its: Managing Director | ||||||
| PROVIDENCE EQUITY PARTNERS V (UMBRELLA US) L.P. | ||||||
| By: | Providence Equity GP V L.P., its General Partner | |||||
| By: | Providence Equity Partners V L.L.C., its General Partner | |||||
| By: | * | |||||
| Name: Xxxx Xxxxxxxx | ||||||
| Its: Managing Director | ||||||
| PROVIDENCE INVESTORS VI (UNIVISION) L.P. | ||||||
| By: | Providence VI Umbrella GP L.L.C., its General Partner | |||||
| By: | * | |||||
| Name: Xxxx Xxxxxxxx | ||||||
| Its: Managing Director | ||||||
| PROVIDENCE EQUITY PARTNERS VI (UMBRELLA US) L.P. | ||||||
| By: | Providence Equity GP VI L.P., its General Partner | |||||
| By: | Providence Equity Partners VI L.L.C., its General Partner | |||||
| By: | * | |||||
| Name: Xxxx Xxxxxxxx | ||||||
| Its: Managing Director | ||||||
Signature Page to Stockholders Agreement Amendment
| PROVIDENCE CO-INVESTORS (UNIVISION) L.P. | ||||||
| By: | Providence Umbrella GP L.L.C., its General Partner | |||||
| By: | * | |||||
| Name: Xxxx Xxxxxxxx | ||||||
| Its: Managing Director | ||||||
| PROVIDENCE CO-INVESTORS (UNIVISION US) L.P. | ||||||
| By: | Providence Umbrella GP L.L.C., its General Partner | |||||
| By: | * | |||||
| Name: Xxxx Xxxxxxxx | ||||||
| Its: Managing Director | ||||||
| * | The signature appearing immediately below shall serve as a signature at each place indicated with
an “*”under the heading of PEP INVESTORS: |
| /s/ Xxxx Xxxxxxxx | ||||||
| Name: Xxxx Xxxxxxxx | ||||||
| Title: Managing Director |
Signature Page to Stockholders Agreement Amendment
| SCG INVESTMENTS II, LLC, a Delaware LLC | ||||||
| By: | /s/ Xxxx Xxxxxxxx | |||||
| Name: Xxxx Xxxxxxxx | ||||||
| Title: Manager | ||||||
Signature Page to Stockholders Agreement Amendment
TPG INVESTORS
| TPG UMBRELLA IV, L.P. | ||||||
| By: | TPG Advisors IV, Inc., its general partner |
|||||
| By: | * | |||||
| Name: Xxxxxx Cami | ||||||
| Title: Vice President | ||||||
| TPG Media V-AIV 1, L.P. | ||||||
| By: | TPG Advisors V, Inc., its general partner |
|||||
| By: | * | |||||
| Name: Xxxxxx Xxxx | ||||||
| Title: Vice President | ||||||
| TPG UMBRELLA INTERNATIONAL IV, L.P. | ||||||
| By: | TPG Advisors IV, Inc., its general partner |
|||||
| By: | * | |||||
| Name: Xxxxxx Cami | ||||||
| Title: Vice President | ||||||
Signature Page to Stockholders Agreement Amendment
| TPG MEDIA V-AIV 2, L.P. | ||||||
| By: | TPG Advisors V, Inc., its general partner |
|||||
| By: | * | |||||
| Name: Xxxxxx Xxxx | ||||||
| Title: Vice President | ||||||
| TPG UMBRELLA CO-INVESTMENT, L.P. | ||||||
| By: | TPG Advisors V, Inc., its general partner |
|||||
| By: | * | |||||
| Name: Xxxxxx Cami | ||||||
| Title: Vice President | ||||||
| TPG UMBRELLA INTERNATIONAL CO-INVESTMENT, L.P. | ||||||
| By: | TPG Advisors V, Inc., its general partner |
|||||
| By: | * | |||||
| Name: Xxxxxx Xxxx | ||||||
| Title: Vice President | ||||||
| * | The signature appearing immediately below shall serve as a signature at each place indicated with an “*” under the
heading of TPG INVESTORS: |
| By: | /s/ Xxxxxx Cami | |||||
| Xxxxxx Xxxx |
Signature Page to Stockholders Agreement Amendment
THL INVESTORS
| XXXXXX X. XXX EQUITY FUND VI, L.P. | ||||||
| By: | THL Equity Advisors VI, LLC, its General Partner | |||||
| By: | Xxxxxx X. Xxx Partners, L.P., its Sole Member | |||||
| By: | Xxxxxx X. Xxx Advisors, LLC, its General Partner | |||||
| By: | * | |||||
| Name: Xxxxx Xxxxxxxx | ||||||
| Its: Managing Director | ||||||
| THL EQUITY FUND VI INVESTORS (UNIVISION), L.P. | ||||||
| By: | THL Equity Advisors VI, LLC, its General Partner | |||||
| By: | Xxxxxx X. Xxx Partners, L.P., its Sole Member | |||||
| By: | Xxxxxx X. Xxx Advisors, LLC, its General Partner | |||||
| By: | * | |||||
| Name: Xxxxx Xxxxxxxx | ||||||
| Its: Managing Director | ||||||
| THL EQUITY FUND VI INTERMEDIATE INVESTORS (UNIVISION), L.P. | ||||||
| By: | THL Equity Advisors VI, LLC, its general partner | |||||
| By: | Xxxxxx X. Xxx Partners, L.P., its sole member | |||||
| By: | Xxxxxx X. Xxx Advisors, LLC, its general partner | |||||
| By: | * | |||||
| Name: Xxxxx Xxxxxxxx | ||||||
| Its: Managing Director | ||||||
Signature Page to Stockholders Agreement Amendment
| THL EQUITY FUND VI INTERMEDIATE INVESTORS (UNIVISION US), L.P. | ||||||
| By: | THL Equity Advisors VI, LLC, its General Partner | |||||
| By: | Xxxxxx X. Xxx Partners, L.P., its Sole Member | |||||
| By: | Xxxxxx X. Xxx Advisors, LLC, its General Partner | |||||
| By: | * | |||||
| Name: Xxxxx Xxxxxxxx | ||||||
| Its: Managing Director | ||||||
| THL EQUITY FUND VI INVESTORS (GS), LLC | ||||||
| By: | THL Equity Advisors VI, LLC, its Manager | |||||
| By: | * | |||||
| Name: Xxxxx Xxxxxxxx | ||||||
| Its: Managing Director | ||||||
| * | The signature appearing immediately below shall serve as a signature at each place
indicated with an “*” under the heading of THL INVESTORS: |
| By: | /s/ Xxxxx Xxxxxxxx | |||||
| Name: Xxxxx Xxxxxxxx | ||||||
| Its: Managing Director |
Signature Page to Stockholders Agreement Amendment
TELEVISA:
MULTIMEDIA TELECOM S.A. DE C.V.
| By: | /s/ Xxxxx Xxxxxx Folch Viadero | |||||
| Name: Xxxxx Xxxxxx Folch Xxxxxxx | ||||||
| Title: Attorney-in-Fact | ||||||
| By: | /s/ Xxxxxxx Xxxxxxxxx Santa Xxxx | |||||
| Name: Xxxxxxx Xxxxxxxxx Santa Xxxx | ||||||
| Title: Attorney-in-Fact |
Signature Page to Stockholders Agreement Amendment
Execution Version
Schedule I
Please see attached
