Exhibit 10.15
CONSENT
CONSENT, dated as of February 2, 1996 (this "Consent"), to the Loan
and Security Agreement, dated as of December 31, 1994, between Foothill Capital
Corporation, a California corporation ("Foothill") and Telemundo Group, Inc.
("Group") and certain of its subsidiaries from time to time party to that
certain Loan and Security Agreement, dated as of December 31, 1994 (as the same
may be amended, restated, supplemented or otherwise modified from time to time,
the "Credit Agreement").
W I T N E S S E T H:
WHEREAS, Group (or its Subsidiaries) has (i) offered to purchase for
cash any and all of its Senior Notes (the "Repurchase Offer"), (ii) solicited
consents to certain amendments to the indenture for the Senior Notes (the
"Consent Solicitation"), (iii) filed with the Securities and Exchange Commission
on November 27, 1995 a registration statement (No. 33-64599) with respect to
the issuance of new senior notes due 2006 (as may be amended from time to time
in accordance with the terms hereof, the "New Notes"), and (iv) entered into a
Agreement to Purchase NST Venture Interest and Capital Stock, dated November 8,
1995 with respect to the acquisition of a 74.5% interest in WSNS-TV (of which
50% will be held by Telemundo of Chicago, Inc., a Delaware corporation and a
wholly-owned subsidiary of Group ("TCI") through its acquisition of Harriscope
of Chicago, Inc., an Illinois corporation ("Harriscope") and 24.5% will be held
directly by TCI) (the "Acquisition");
WHEREAS, the Borrower has requested that Foothill consent to, and
Foothill has agreed to consent to, the consummation of the Repurchase Offer and
the Consent Solicitation, the issuance of the New Notes and the Acquisition
(collectively, the "Transactions");
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the parties hereto, the
parties agree as follows:
SECTION 1. DEFINITIONS. Capitalized terms not herein defined shall
be used as defined in the Credit Agreement.
SECTION 2. CONSENT. Notwithstanding anything else contained in the
Credit Agreement to the contrary, Foothill hereby consents to the foregoing
described Transactions for all purposes of the Credit Agreement (and the other
Loan Documents). For greater specificity, in respect of the foregoing, the
parties
hereto agree that from the date hereof, the Tangible Net Worth covenant
contained in Section 6.14(b) of the Credit Agreement shall be calculated without
giving effect to the Transactions until such time as a new Tangible Net Worth
covenant is established pursuant to the next sentence hereof. The parties
hereto agree to negotiate reasonably and in good faith to establish a new
Tangible Net Worth covenant (presently reflected in Section 6.14(b) of the
Credit Agreement) based upon Borrower's projected financial performance after
the consummation of the Transactions. In addition, the parties hereto agree
that Schedule 5.16 shall be amended to add the information indicated on Exhibit
1 attached hereto. Furthermore, Group hereby agrees not to amend the terms of
the New Notes unless such amended terms are not materially more onerous or
restrictive to Borrower than those contained in such registration statement.
Without limiting the foregoing, Group hereby agrees that the aggregate principal
amount of the New Notes shall not exceed Two Hundred Million Dollars
($200,000,000) (after giving effect to the refinancing of the existing Senior
Notes by such New Notes) and that no changes to the pro forma cash interest
expense amounts and the interest expense amounts contained in the registration
statement will be made such that such changes would be materially adverse to the
financial position of Borrower in comparison to the amounts contained in such
registration statement.
SECTION 3. ACQUISITION. Foothill hereby agrees that the grant of a
security interest to Foothill pursuant to Section 4 of the Credit Agreement
shall not apply to the Acquisition, and that no security interest shall be
granted to Foothill with respect to (i) the assets (including the assets
acquired after the date hereof) of WSNS-TV or the joint venture owning such
assets, (ii) the partnership interests in such joint venture and (iii) the
shares and assets (including the assets acquired after the date hereof) of TCI
and Harriscope. For greater specificity, in respect of the foregoing, the
parties hereto agree that neither TCI, Harriscope, WSNS-TV, nor the joint
venture shall be a Borrower or Debtor for purposes of the Credit Agreement, and
that neither the assets (including the assets acquired after the date hereof) of
WSNS-TV or the joint venture owning such assets, the partnership interest in
such joint venture, nor the shares and assets (including the assets acquired
after the date hereof) of TCI and Harriscope shall constitute Collateral or Real
Property as defined in the Credit Agreement.
SECTION 4. COUNTERPARTS. This Consent may be executed in any number
of counterparts and by different parties on separate counterparts, each of
which, when executed and delivered, shall be deemed to be an original, and all
of which, when taken together, shall constitute but one and the same instrument.
-2-
SECTION 5. LIMITED CONSENT. The consent set forth in Section 2
hereof is specific in scope, and intent, and, except as expressly set forth
herein, shall not operate as a waiver or modification of any right, power or
remedy of Foothill, nor as a consent to any further or other matter, under the
Loan Documents.
IN WITNESS WHEREOF, the parties hereto have caused this Consent to be
executed and delivered as of the date first above written.
FOOTHILL CAPITAL CORPORATION,
a California corporation
By /s/ Xxxxx Xxxxx
-------------------------------------------
Title: Assistant Vice President
---------------------------------------
TELEMUNDO GROUP, INC.,
a Delaware corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
XXXXXXXX COMMUNICATIONS, INC.,
a Delaware corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
XXXXXXXX LICENSE CORPORATION,
a Delaware corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
NEW JERSEY TELEVISION BROADCASTING
CORPORATION, a New York corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
-3-
TELEMUNDO NETWORK, INC.,
a Delaware corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
TELEMUNDO OF AUSTIN, INC.,
a Delaware corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
TELEMUNDO OF FLORIDA, INC.,
a Delaware corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
TELEMUNDO OF GALVESTON-HOUSTON, INC.,
a Delaware corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
TELEMUNDO OF MEXICO, INC.,
a Delaware corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
TELEMUNDO OF NORTHERN CALIFORNIA, INC.,
a California corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
-4-
TELEMUNDO OF SAN ANTONIO, INC.,
a Texas corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
TELEMUNDO OF SANTA FE, INC.,
a Delaware corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
TU MUNDO MUSIC, INC.,
a Delaware corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
SACC ACQUISITION CORPORATION,
a Delaware corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
SAT CORPORATION,
a Delaware corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
SPANISH AMERICAN COMMUNICATIONS CORPORATION,
a Delaware corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
-5-
WNJU-TV BROADCASTING CORPORATION,
a New Jersey corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
WNJU LICENSE CORPORATION,
a Delaware corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
TELEMUNDO OF FLORIDA LICENSE CORPORATION, a
Delaware corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
TELEMUNDO OF GALVESTON-HOUSTON LICENSE
CORPORATION, a Delaware corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
TELEMUNDO OF NORTHERN CALIFORNIA LICENSE
CORPORATION, a Delaware corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
TELEMUNDO OF PUERTO RICO LICENSE CORPORATION,
a Delaware corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
-6-
TELEMUNDO OF SAN ANTONIO LICENSE CORPORATION,
a Delaware corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------------
Title: Chief Financial Officer
---------------------------------------
-7-
EXHIBIT 1
CHART OF SUBSIDIARIES
AMENDMENT TO SCHEDULE 5.16
(AS OF THE CLOSING OF THE ACQUISITION)
Holder of Shares/
Number of Partnership Jurisdiction of
Issuer Shares Interests Incorporation
------ ------ --------- -------------
Telemundo of
Chicago, Inc. 100 Group Delaware
Harriscope of
Chicago, Inc. 593,494 TCI Illinois
Video 44
Partnership 74.5% TCI - 24.5% Illinois
Harriscope - 50%
-8-
