EXHIBIT 10.15
FIRST AMENDMENT TO
AMENDED AND RESTATED
SUBORDINATED NOTE PURCHASE AND OPTION AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED SUBORDINATED NOTE
PURCHASE AND OPTION AGREEMENT (this "Amendment") is made and entered as of
March 31, 1999 (the "Effective Date"), by and among Univision Communications
Inc., a Delaware corporation ("Univision"), Entravision Communications Company,
L.L.C., a Delaware limited liability company (the "Company"), KSMS-TV, Inc.
("KSMS"), a Delaware corporation, Tierra Alta Broadcasting, Inc. ("Tierra
Alta"), a Delaware corporation, Cabrillo Broadcasting Corporation ("Cabrillo"),
a California corporation, Golden Hills Broadcasting Corporation ("Golden"), a
Delaware corporation, Las Tres Palmas Corporation ("Las Tres"), a Delaware
corporation, Valley Channel 48, Inc., a Texas corporation ("Valley Channel") and
successor-in-interest by merger to Entravision Merger Corp. (each of the
Company, KSMS, Tierra Alta, Cabrillo, Golden, Las Tres and Valley Channel a
"Borrower", and collectively, the "Borrowers"), and Xxxxxx X. Xxxxx, an
individual and Xxxxxx X. Xxxxxxxxx, an individual, as the managing members (the
"Managing Members"), and amends the AMENDED AND RESTATED SUBORDINATED NOTE
PURCHASE AND OPTION AGREEMENT made and entered as of December 30, 1996 (the
"Subordinated Note Purchase Agreement") among the parties hereto with reference
to the following:
RECITALS
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A. Univision has made a Loan to the Company in the principal amount
of $3,000,000 which is evidenced by a Subordinated Promissory Note due August
19, 1997.
B. Univision has purchased a Non-Negotiable Subordinated Note from
the Company in the principal amount of $10,000,000.
C. The Company has sold the Non-Negotiable Subordinated Note to
Univision and has granted to Univision an option to acquire 25.55% fully diluted
ownership interest in the Company.
D. Univision Television Group, Inc. ("UTG"), an indirect wholly owned
subsidiary of Univision, KLUZ License Partnership ("License Partnership") and
the Company have entered into an Asset Purchase Agreement pursuant to which UTG
and License Partnership have agreed to sell to the Company certain assets used
in connection with the operation of the television broadcast station KLUZ (TV),
Channel 41 in Albuquerque, New Mexico.
E. In partial consideration of the Asset Purchase Agreement, the
Managing Members of the Company hereby grant to Univision an option to acquire
an additional 2% fully diluted ownership interest in the Company.
AGREEMENT
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In consideration of the promises, the mutual covenants and the
agreements hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
covenant and agree as follows:
Section 1. AMENDMENTS TO THE SUBORDINATED NOTE PURCHASE AGREEMENT
Section 3.2 of the Subordinated Note Purchase Agreement is hereby
deleted and a new Section 3.2 is substituted therefor reading in its entirety as
follows:
"3.2 Option Percentage. Upon exercise, the Univision Option
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shall entitle Univision to acquire [27.55%] of the sum of (i) the Class A
and Class C Non-Managing Membership Units currently issued plus (ii) the
Class A and Class C Non-Managing Membership Units to be issued upon the
Reorganization (as defined below) plus (iii) the Class A Non-Managing
Membership Units to be issued to Univision on exercise of the Univision
Option (the "Option Percentage"), including those to be issued to Valley
Channel in accordance with the Operating Agreement. Univision's Option
Percentage shall also proportionately increase upon purchase by the Company
of any Class A Non-Managing Membership Units outstanding on the Effective
Date or the non-issuance of any Class A Non-Managing Membership Units
contemplated to be issued in the Reorganization which are not so issued.
There shall be no adjustment related to the option to acquire 11,965 units
held by Xx. Xxxxxxx Xxxxxxx."
Section 2. CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent:
A. On or before the Effective Date, the Company and Univision shall
deliver to one another, executed copies of this Amendment.
B. On or before the Effective Date, all corporate and other
proceedings taken or to be taken in connection with the transactions
contemplated hereby shall be completed by the parties hereto.
Section 3. REPRESENTATIONS AND WARRANTIES
The Subordinated Note Purchase Agreement as amended by this Amendment
(the "Amended Agreement") has been authorized by the Company and each of the
Borrowers and is a valid and binding obligation of the Company, each of the
Borrowers and each of the Managing Members enforceable against such party in
accordance with its terms.
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Section 4. MISCELLANEOUS
A. On and after the Effective Date, each reference in the Subordinated
Note Purchase Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of like import referring to the Subordinated Note Purchase Agreement,
shall mean and be a reference to the Amended Agreement.
B. Except as specifically amended by this Amendment, the Subordinated
Note Purchase Agreement shall remain in full force and effect and are hereby
ratified and confirmed.
C. Without limiting the generality of the provisions in the
Subordinated Note Purchase Agreement, and nothing in this Amendment shall be
deemed to constitute a waiver of any other provision of, or operate as a waiver
of any right, power or remedy of Univision or the Company under any other
provision of Subordinated the Note Purchase Agreement.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the Effective Date and, as applicable in their respective
corporate names by their duly authorized officers.
UNIVISION COMMUNICATIONS INC.,
a Delaware corporation
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Secretary/V.P.
________________________________
________________________________
ENTRAVISION COMMUNICATIONS
COMPANY, L.L.C.,
a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Managing Member
By: /s/ Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx, Managing Member
00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Fax No.: (000) 000-0000
BORROWERS
KSMS-TV, INC.
By: /s/ Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxx
Title: President
00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Fax No.: (000) 000-0000
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TIERRA ALTA BROADCASTING, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
00 Xxxxxxxx Xxxxxx Xxx
Xxxxxxxxx, Xxxxxx 00000
Fax No.: (702) _____________
CABRILLO BROADCASTING
CORPORATION
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: President
KBNT-TV, Channel 19
0000 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Fax No.: (000) 000-0000
GOLDEN HILLS BROADCASTING
CORPORATION
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President
KCEC
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Fax No.: (000) 000-0000
LAS TRES PALMAS CORPORATION
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President
KVER-TV
00000 Xxxxxxxxx Xxx
Xxxx Xxxxxx, Xxxxxxxxxx 00000-0000
Fax No.: (000) 000-0000
S-2
MANAGING MEMBERS
XXXXXX X. XXXXX
/s/ Xxxxxx X. Xxxxx
XXXXXX X. XXXXXXXXX
/s/ Xxxxxx Xxxxxxxxx
S-3
