GUARANTEE
Exhibit 4.8
FOR VALUE RECEIVED, each of the undersigned hereby unconditionally guarantees to the Holder of the accompanying 3.875% Senior Notes Due 2008 (the “Security”) issued by Univision Communications Inc. (the “Corporation”) under an Indenture dated as of July 18, 2001, as amended and supplemented (the “Indenture”), among the Corporation, the Guarantors listed therein, and The Bank of New York, as trustee (the “Trustee”), and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of, and premium, if any, and interest on such Security, in each case when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of the Indenture. In case of the failure of the Corporation punctually to make any such payment of principal, premium, if any, or interest, whether at Stated Maturity, by declaration of acceleration, call for redemption or otherwise, each of the undersigned hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Corporation. Each of the undersigned hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or the Indenture, or any failure to enforce any provisions of such Security or the Indenture, or any waiver, modification or indulgence granted to the Corporation with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the undersigned, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or change the amount of principal of such Security that would be due and payable upon a declaration of acceleration thereof pursuant to Article V of the Indenture. Each of the undersigned hereby waives the benefits of diligence, presentment, demand for payment or performance, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Corporation or any other Person, filing of claims with a court in the event of insolvency or bankruptcy of the Corporation, any right to require a proceeding first against the Corporation, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture, such Security and in this Guarantee.
No reference herein to the Indenture and no provision of this Guarantee or of the Indenture shall alter or impair the guarantee of the undersigned, which is absolute and unconditional, of the full and prompt payment of the principal of and premium, if any, interest and sinking fund payment, if any, on such Security.
THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Unless the certificate of authentication on such Security has been executed by the Trustee referred to on the reverse of such Security by manual signature, this Guarantee shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
The obligations of the undersigned to the Holder of such Security and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article XIV of the Indenture and reference is hereby made to the Indenture for the precise terms of this Guarantee and all of the other provisions of the Indenture to which this Guarantee relates.
All terms in this Guarantee which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
[Signatures on Next Pages]
2
IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be duly executed.
Dated: October 15, 2003
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THE UNIVISION NETWORK LIMITED PARTNERSHIP |
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By: |
Univision Communications Inc., general partner |
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By: |
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X. Xxxxxxx Xxxxxxxxxx |
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Executive Vice President |
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FONOHITS MUSIC PUBLISHING, INC. |
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FONOMUSIC, INC. |
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FONOVISA, INC. |
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PTI HOLDINGS, INC. |
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SUNSHINE ACQUISITION CORP. |
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UNIVISION ONLINE, INC. |
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By: |
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Xxxxxx X. Xxxxxx |
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Vice President |
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UNIVISION-EV HOLDINGS, LLC |
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By: |
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Xxxxxx X. Xxxxxx |
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Authorized Signatory |
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GALAVISION, INC. |
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TELEFUTURA NETWORK |
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By: |
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X. Xxxxxxx Xxxxxxxxxx |
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Secretary |
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TELEFUTURA OF SAN FRANCISCO, INC. |
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TELEFUTURA ORLANDO, INC. |
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TELEFUTURA TELEVISION GROUP, INC. |
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UNIVISION INVESTMENTS, INC. |
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UNIVISION MANAGEMENT CO. |
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UNIVISION MUSIC, INC. |
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UNIVISION OF ATLANTA, INC. |
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UNIVISION OF NEW JERSEY INC. |
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UNIVISION OF PUERTO RICO INC. |
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Signature Page
3
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UNIVISION OF RALEIGH, INC. |
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UNIVISION RADIO |
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UNIVISION TELEVISION GROUP, INC. |
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HBC FRESNO, INC. |
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HBC GP, INC. |
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HBC HOUSTON LICENSE CORPORATION |
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HBC ILLINOIS, INC. |
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HBC INVESTMENTS, INC. |
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HBC-LAS VEGAS, INC. |
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HBC LICENSE CORPORATION |
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HBC LOS ANGELES, INC. |
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HBC MANAGEMENT COMPANY, INC. |
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HBC NEW MEXICO, INC. |
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HBC NEW YORK, INC. |
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HBC PHOENIX, INC. |
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HBC PUERTO RICO, INC. |
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HBC SACRAMENTO, INC. |
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HBC SALES INTEGRATION, INC. |
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HBC SAN DIEGO, INC. |
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HBC TOWER COMPANY, INC. |
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KCYT-FM LICENSE CORP. |
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KECS-FM LICENSE CORP. |
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KESS-AM LICENSE CORP. |
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KESS-TV LICENSE CORP. |
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KHCK-FM LICENSE CORP. |
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KICI-AM LICENSE CORP. |
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KICI-FM LICENSE CORP. |
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KLSQ-AM LICENSE CORP. |
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KLVE-FM LICENSE CORP. |
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KMRT-AM LICENSE CORP. |
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KTNQ-AM LICENSE CORP. |
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LICENSE CORP. NO. 1 |
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LICENSE CORP. NO. 2 |
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MI CASA PUBLICATIONS, INC. |
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MOMENTUM RESEARCH, INC. |
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SPANISH COAST-TO-COAST LTD. |
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TC TELEVISION, INC. |
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XXXXXXXX LICENSE CORP. |
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TMS ASSETS CALIFORNIA, INC. |
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TMS LICENSE CALIFORNIA, INC. |
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WADO-AM LICENSE CORP. |
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WADO RADIO, INC. |
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WLXX-AM LICENSE CORP. |
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WPAT-AM LICENSE CORP. |
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WQBA-AM LICENSE CORP. |
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Signature Page
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WQBA-FM LICENSE CORP. |
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By: |
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X. Xxxxxxx Xxxxxxxxxx |
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Vice President |
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HBC BROADCASTING TEXAS, L.P. |
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HBC BROADCASTING PUERTO RICO, L.P. |
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By: |
HBC GP, Inc., general partner |
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By: |
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X. Xxxxxxx Xxxxxxxxxx |
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Vice President |
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HBCi, LLC |
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HBC FLORIDA, LLC |
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By: |
Univision Radio, manager |
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By: |
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X. Xxxxxxx Xxxxxxxxxx |
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Vice President |
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TELEFUTURA SAN FRANCISCO LLC |
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By: |
Telefutura of San Francisco, Inc., member |
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By: |
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X. Xxxxxxx Xxxxxxxxxx |
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Vice President |
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UNIVISION NEW YORK LLC |
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UNIVISION PHILADELPHIA LLC |
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By: |
Univision of New Jersey Inc., member |
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By: |
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X. Xxxxxxx Xxxxxxxxxx |
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Vice President |
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STATIONS WORKS, LLC |
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TELEFUTURA ALBUQUERQUE LLC |
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TELEFUTURA BAKERSFIELD LLC |
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TELEFUTURA BOSTON LLC |
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TELEFUTURA CHICAGO LLC |
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TELEFUTURA D.C. LLC |
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TELEFUTURA DALLAS LLC |
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Signature Page
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TELEFUTURA FRESNO LLC |
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TELEFUTURA HOUSTON LLC |
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TELEFUTURA LOS ANGELES LLC |
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TELEFUTURA MIAMI LLC |
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TELEFUTURA SACRAMENTO LLC |
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TELEFUTURA SOUTHWEST LLC |
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TELEFUTURA TAMPA LLC |
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By: |
Telefutura Television Group, Inc., member |
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By: |
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X. Xxxxxxx Xxxxxxxxxx |
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Vice President |
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TELEFUTURA PARTNERSHIP OF XXXXXXX |
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TELEFUTURA PARTNERSHIP OF FLAGSTAFF |
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TELEFUTURA PARTNERSHIP OF FLORESVILLE |
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TELEFUTURA PARTNERSHIP OF PHOENIX |
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TELEFUTURA PARTNERSHIP OF SAN ANTONIO |
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TELEFUTURA PARTNERSHIP OF TUCSON |
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By: |
Telefutura Television Group, Inc., general partner |
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By: |
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X. Xxxxxxx Xxxxxxxxxx |
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Vice President |
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UNIVISION MUSIC LLC |
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By: |
Univision Music, Inc., managing member |
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By: |
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X. Xxxxxxx Xxxxxxxxxx |
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Vice President |
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UNIVISION ATLANTA LLC |
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By: |
Univision of Atlanta Inc., member |
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By: |
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X. Xxxxxxx Xxxxxxxxxx |
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Vice President |
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Signature Page
6
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WUVC LICENSE PARTNERSHIP, G.P. |
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By: |
Univision of Raleigh, Inc., general partner |
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By: |
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X. Xxxxxxx Xxxxxxxxxx |
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Vice President |
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KAKW LICENSE PARTNERSHIP, L.P. |
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UVN TEXAS L.P. |
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KDTV LICENSE PARTNERSHIP, G.P. |
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KFTV LICENSE PARTNERSHIP, G.P. |
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KMEX LICENSE PARTNERSHIP, G.P. |
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KTVW LICENSE PARTNERSHIP, X.X. |
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XXXX LICENSE PARTNERSHIP, G.P. |
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KUVN LICENSE PARTNERSHIP, L.P. |
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KUVS LICENSE PARTNERSHIP, G.P. |
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KWEX LICENSE PARTNERSHIP, L.P. |
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KXLN LICENSE PARTNERSHIP, L.P. |
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WGBO LICENSE PARTNERSHIP, G.P. |
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WLTV LICENSE PARTNERSHIP, G.P. |
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WXTV LICENSE PARTNERSHIP, G.P. |
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By: |
Univision Television Group, Inc., general partner |
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By: |
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X. Xxxxxxx Xxxxxxxxxx |
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Vice President |
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UNIVISION CLEVELAND LLC |
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UNIVISION TEXAS STATIONS LLC |
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By: |
Univision Television Group, Inc., member |
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By: |
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X. Xxxxxxx Xxxxxxxxxx |
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Vice President |
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HPN NUMBERS, INC. |
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By: |
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X. Xxxxxxx Xxxxxxxxxx |
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Vice President |
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Signature Page
7
