EXHIBIT 10.9
SUBSIDIARY GUARANTEE AGREEMENT (together with instruments
executed and delivered pursuant to Section 20, the "Agreement")
dated as of August 12, 1998, among each of the subsidiaries of
Telemundo Holdings, Inc., a Delaware corporation (the "Parent")
of which Telemundo Group, Inc., a Delaware corporation (the
"Borrower"), is a wholly owned subsidiary, listed on Schedule I
hereto (such subsidiaries being called individually a "Subsidiary
Guarantor" and collectively the "Subsidiary Guarantors") and
CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of
Switzerland, acting though its New York Branch ("CSFB"), as
collateral agent (in such capacity, the "Collateral Agent") for
the Secured Parties (as defined in the Credit Agreement referred
to below).
Reference is made to the Credit Agreement dated as of August 4, 1998 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among the Borrower, the Parent, the lenders from time to time party
thereto (the "Lenders"), CSFB, as administrative agent (in such capacity, the
"Administrative Agent"), Collateral Agent and issuing bank (in such capacity,
the "Issuing Bank"), and Canadian Imperial Bank of Commerce, as documentation
agent (in such capacity, the "Documentation Agent"). Capitalized terms used and
not defined herein (including, without limitation, the term "Obligations", as
used in Section 1 and elsewhere herein) are used with the meanings assigned to
such terms in the Credit Agreement.
The Lenders have agreed to make Loans to the Borrower, and the Issuing Bank
has agreed to issue Letters of Credit for the account of the Borrower, pursuant
to, and upon the terms and subject to the conditions specified in, the Credit
Agreement. Each of the Subsidiary Guarantors is a Subsidiary of the Parent and
acknowledges that it will derive substantial benefit from the making of the
Loans by the Lenders to the Borrower and the issuance of the Letters of Credit
by the Issuing Bank for the account of the Borrower. The obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are
conditioned on, among other things, the execution and delivery by the Subsidiary
Guarantors of a Subsidiary Guarantee Agreement in the form hereof. As
consideration therefor and in order to induce the Lenders to make Loans and the
Issuing Bank to issue Letters of Credit, the Subsidiary Guarantors are willing
to execute this Agreement.
Accordingly, the parties hereto agree as follows:
SECTION 1. Guarantee. Each Subsidiary Guarantor unconditionally
guarantees, jointly with the other Guarantors and severally, as a primary
obligor and not merely as a surety, the due and punctual payment by the Borrower
of the Obligations. Each Subsidiary Guarantor waives notice of and hereby
consents to any agreements or arrangements whatsoever by the Secured Parties
with any other person pertaining to the Obligations, including agreements and
arrangements for payment, extension, renewal, subordination, composition,
arrangement, discharge or release of the whole or any part of the Obligations,
or for the discharge or surrender of any or all security, or for the compromise,
whether by way of acceptance of part payment or otherwise, and the same shall in
no way impair such Subsidiary Guarantor's liability hereunder.
SECTION 2. Obligations Not Waived. To the fullest extent permitted by
applicable law, each Subsidiary Guarantor waives presentment to, demand of
payment from and protest to the Borrower of any of the Obligations, and also
waives notice of acceptance of its guarantee, notice of protest for nonpayment
and all other formalities. The obligations of each Subsidiary Guarantor
hereunder shall not be affected by (a) the failure of the Collateral Agent or
any other Secured Party to assert any claim or demand or to enforce or exercise
any right or remedy against any Loan Party under the provisions of any Loan
Document or otherwise, (b) any extension, renewal or increase of or in any of
the Obligations, (c) any rescission, waiver, amendment or modification of, or
any release from, any of the terms or provisions of any Loan Document, any
guarantee or any other agreement or instrument, (d) the release of (or the
failure to perfect a security interest in) any of the security held by the
Collateral Agent or any other Secured Party for the performance of the
Obligations or any of them or
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(e) the failure or delay of any Secured Party to exercise any right or remedy
against any other guarantor of the Obligations.
SECTION 3. Security. Each of the Subsidiary Guarantors authorizes the
Collateral Agent and each of the other Secured Parties to (a) take and hold
security for the payment of this Guarantee and the Obligations and exchange,
enforce, waive and release any such security, (b) apply such security and direct
the order or manner of sale thereof as they in their sole discretion may
determine and (c) release or substitute any one or more endorsees, other
guarantors or other obligors.
SECTION 4. Guarantee of Payment. Each Subsidiary Guarantor further agrees
that its guarantee constitutes a guarantee of payment when due and not of
collection, and waives any right to require that any resort be had by the
Collateral Agent or any other Secured Party to any security held for payment of
the Obligations or to any balance of any deposit account or credit on the books
of the Collateral Agent or any other Secured Party in favor of the Borrower or
any other person.
SECTION 5. No Discharge or Diminishment of Guarantee. The obligations of
each Subsidiary Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense or setoff, counterclaim, recoupment or termination whatsoever by
reason of the invalidity, illegality or unenforceability of the Obligations or
otherwise. Without limiting the generality of the foregoing, the obligations of
each Subsidiary Guarantor hereunder shall not be discharged or impaired or
otherwise affected by the failure of the Collateral Agent or any other Secured
Party to assert any claim or demand or to enforce any remedy under any Loan
Document, any guarantee or any other agreement or instrument, by any waiver or
modification of any provision thereof, by any default, failure or delay, wilful
or otherwise, in the performance of the Obligations, or by any other act,
omission or delay to do any other act that may or might in any manner or to any
extent vary the risk of such Subsidiary Guarantor or that would otherwise
operate as a discharge of such Subsidiary Guarantor as a matter of law or equity
(other than the indefeasible payment in full in cash of all the Obligations) or
which would impair or eliminate any right of such Subsidiary Guarantor to
subrogation.
SECTION 6. Defenses of Borrower Waived. To the fullest extent permitted
by applicable law, each of the Subsidiary Guarantors waives any defense based on
or arising out of the unenforceability of the Obligations or any part thereof
from any cause or the cessation from any cause of the liability (other than the
final and indefeasible payment in full in cash of the Obligations) of the
Borrower. The Collateral Agent and the other Secured Parties may, at their
election, foreclose on any security held by one or more of them by one or more
judicial or nonjudicial sales, accept an assignment of any such security in lieu
of foreclosure, compromise or adjust any part of the Obligations, make any other
accommodation with the Borrower or any other guarantor or exercise any other
right or remedy available to them against the Borrower or any other guarantor,
without affecting or impairing in any way the liability of any Subsidiary
Guarantor hereunder except to the extent the Obligations have been fully,
finally and indefeasibly paid in cash. Pursuant to applicable law, each of the
Subsidiary Guarantors waives any defense arising out of any such election even
though such election operates, pursuant to applicable law, to impair or to
extinguish any right of reimbursement or subrogation or other right or remedy of
such Subsidiary Guarantor against the Borrower or any other guarantor or any
security.
SECTION 7. Agreement to Pay; Subordination. In furtherance of the
foregoing and not in limitation of any other right that the Collateral Agent or
any other Secured Party has at law or in equity against any Subsidiary Guarantor
by virtue hereof, upon the failure of the Borrower or any other Loan Party to
pay any Obligation when and as the same shall become due, whether at maturity,
by acceleration, after notice of prepayment or otherwise, each Subsidiary
Guarantor hereby promises to and will, upon receipt of written demand by (i) in
the case of principal of and interest on the Loans and Fees, the Collateral
Agent or (ii) in the case of any other Obligation, the applicable Secured Party,
forthwith pay, or cause to be paid, to the Collateral Agent or such other
Secured Party as designated thereby in cash an amount equal to the unpaid
principal amount of such Obligations then due, together with accrued and unpaid
interest and fees on such Obligations. Upon payment by any Subsidiary
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Guarantor of any sums to the Collateral Agent or any Secured Party as provided
above, all rights of such Subsidiary Guarantor against the Borrower arising as a
result thereof by way of right of subrogation, contribution, reimbursement,
indemnity or otherwise shall in all respects be subordinate and junior in right
of payment to the prior indefeasible payment in full in cash of all the
Obligations. In addition, any indebtedness of the Borrower now or hereafter held
by any Subsidiary Guarantor is hereby subordinated in right of payment to the
prior payment in full of the Obligations. If any amount shall be paid to any
Subsidiary Guarantor on account of (i) such subrogation, contribution,
reimbursement, indemnity or similar right or (ii) any such indebtedness of the
Borrower, such amount shall be held in trust for the benefit of the Secured
Parties and shall forthwith be paid to the Collateral Agent to be credited
against the payment of the Obligations, whether matured or unmatured, in
accordance with the terms of the Loan Documents.
SECTION 8. Information. Each of the Subsidiary Guarantors assumes all
responsibility for being and keeping itself informed of the Borrower's financial
condition and assets, all other circumstances bearing upon the risk of
nonpayment of the Obligations and the nature, scope and extent of the risks that
such Subsidiary Guarantor assumes and incurs hereunder and agrees that none of
the Collateral Agent or the other Secured Parties will have any duty to advise
any of the Guarantors of information known to it or any of them regarding such
circumstances or risks.
SECTION 9. Representations and Warranties. Each of the Subsidiary
Guarantors represents and warrants as to itself that all representations and
warranties relating to it contained in the Credit Agreement are true and
correct.
SECTION 10. Termination. The Guarantees made hereunder (a) shall
terminate when all the Obligations have been indefeasibly paid in full and the
Lenders have no further commitment to lend under the Credit Agreement, the L/C
Exposure has been reduced to zero and the Issuing Bank has no further obligation
to issue Letters of Credit under the Credit Agreement and (b) shall continue to
be effective or be reinstated, as the case may be, if at any time any payment,
or any part thereof, on any Obligation is rescinded or must otherwise be
restored by any Secured Party or any Guarantor upon the bankruptcy or
reorganization of the Borrower or any Guarantor or otherwise.
SECTION 11. Binding Effect; Several Agreement; Assignments. Whenever in
this Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of the Subsidiary Guarantors that are
contained in this Agreement shall bind and inure to the benefit of each party
hereto and their respective successors and assigns. This Agreement shall become
effective as to any Subsidiary Guarantor when a counterpart hereof (or a
Supplement referred to in Section 20)executed on behalf of such Subsidiary
Guarantor shall have been delivered to the Collateral Agent and a counterpart
hereof (or a Supplement referred to in Section 20) shall have been executed on
behalf of the Collateral Agent, and thereafter shall be binding upon such
Subsidiary Guarantor and the Collateral Agent and their respective successors
and assigns, and shall inure to the benefit of such Subsidiary Guarantor, the
Collateral Agent and the other Secured Parties, and their respective successors
and assigns, except that no Subsidiary Guarantor shall have the right to assign
its rights or obligations hereunder or any interest herein (and any such
attempted assignment shall be void). If all the capital stock of a Subsidiary
Guarantor is sold, transferred or otherwise disposed of in a transaction
permitted by Section 6.05 of the Credit Agreement, such Subsidiary Guarantor
shall be released from its obligations under this Agreement without further
action. This Agreement shall be construed as a separate agreement with respect
to each Subsidiary Guarantor and may be amended, modified, supplemented, waived
or released with respect to any Subsidiary Guarantor without the approval of any
other Guarantor and without affecting the obligations of any other Guarantor.
SECTION 12. Waivers; Amendment. (a) No failure or delay of the Collateral
Agent in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Collateral Agent hereunder and of
the other Secured Parties under the other Loan Documents are cumulative and are
not exclusive of any rights or remedies that
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they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by any Subsidiary Guarantor therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) below,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. No notice or demand on any Subsidiary
Guarantor in any case shall entitle such Subsidiary Guarantor to any other or
further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to a written agreement entered into between the
Subsidiary Guarantors with respect to which such waiver, amendment or
modification relates and the Collateral Agent, with the prior written consent of
the Required Lenders (except as otherwise provided in the Credit Agreement).
SECTION 13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 14. Notices. All communications and notices hereunder shall be in
writing and given as provided in Section 10.01 of the Credit Agreement. All
communications and notices hereunder to each Subsidiary Guarantor shall be given
to it at its address set forth in Schedule I.
SECTION 15. Survival of Agreement; Severability. (a) All covenants,
agreements, representations and warranties made by the Subsidiary Guarantors
herein and in the certificates or other instruments prepared or delivered in
connection with or pursuant to this Agreement or any other Loan Document shall
be considered to have been relied upon by the Collateral Agent and the other
Secured Parties and shall survive the making by the Lenders of the Loans and the
issuance of the Letters of Credit by the Issuing Bank regardless of any
investigation made by the Secured Parties or on their behalf, and shall continue
in full force and effect until terminated in accordance with Section 10.
(b) In the event any one or more of the provisions contained in this
Agreement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby (it being understood
that the invalidity of a particular provision in a particular jurisdiction shall
not in and of itself affect the validity of such provision in any other
jurisdiction). The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.
SECTION 16. Counterparts. This Agreement may be executed in counterparts,
each of which shall constitute an original, but all of which when taken together
shall constitute a single contract, and shall become effective as provided in
Section 11. Delivery of an executed signature page to this Agreement by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart of this Agreement.
SECTION 17. Rules of Interpretation. The rules of interpretation
specified in Section 1.02 of the Credit Agreement shall be applicable to this
Agreement.
SECTION 18. Jurisdiction; Consent to Service of Process. (a) Each
Subsidiary Guarantor hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of any New York State court
or Federal court of the United States of America sitting in New York City, and
any appellate court from any thereof, in any action or proceeding arising out of
or relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that the
Collateral Agent or any other Secured Party may otherwise
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have to bring any action or proceeding relating to this Agreement or the other
Loan Documents against any Guarantor or its properties in the courts of any
jurisdiction.
(b) Each Subsidiary Guarantor hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or the other
Loan Documents in any New York State or Federal court. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.
(c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 14. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.
SECTION 19. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 19.
SECTION 20. Additional Guarantors. Pursuant to Section 5.09 of the Credit
Agreement, each Subsidiary (other than any Foreign Subsidiary) that was not in
existence on the date of the Credit Agreement is required to enter into this
Agreement as a Subsidiary Guarantor upon becoming a Subsidiary. Upon execution
and delivery after the date hereof by the Collateral Agent and such a Subsidiary
of a Supplement in the form of Annex 1, such Subsidiary shall become a
Subsidiary Guarantor hereunder with the same force and effect as if originally
named as a Subsidiary Guarantor herein. The execution and delivery of any
Supplement adding an additional Subsidiary Guarantor as a party to this
Agreement shall not require the consent of any other Subsidiary Guarantor
hereunder. The rights and obligations of each Subsidiary Guarantor hereunder
shall remain in full force and effect notwithstanding the addition of any new
Subsidiary Guarantor as a party to this Agreement.
SECTION 21. Right of Setoff. If an Event of Default shall have occurred
and be continuing, each Secured Party is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other Indebtedness at any time owing by such Secured Party to
or for the credit or the account of any Subsidiary Guarantor against any or all
the obligations of such Subsidiary Guarantor now or hereafter existing under
this Agreement and the other Loan Documents held by such Secured Party,
irrespective of whether or not the Collateral Agent or any Secured Party shall
have made any demand under this Agreement or any other Loan Document and
although such obligations may be unmatured. The rights of each Secured Party
under this Section 21 are in addition to other rights and remedies (including
other rights of setoff) which such Secured Party may have.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
XXXXXXXX COMMUNICATIONS, INC.,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
XXXXXXXX LICENSE CORPORATION,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
NEW JERSEY TELEVISION BROADCASTING CORP. (N.Y.),
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
SACC ACQUISITION CORP.,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
SAT CORP.,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
SPANISH AMERICAN COMMUNICATIONS CORPORATION,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
TELEMUNDO NETWORK, INC.,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
TELEMUNDO NEWS NETWORK, INC.,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
TELEMUNDO OF AUSTIN, INC.,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
TELEMUNDO OF CHICAGO, INC.,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
TELEMUNDO OF COLORADO SPRINGS, INC.,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
TELEMUNDO OF FLORIDA, INC.,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
TELEMUNDO OF FLORIDA LICENSE CORPORATION,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
TELEMUNDO OF GALVESTON-HOUSTON, INC.,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
TELEMUNDO OF GALVESTON-HOUSTON LICENSE CORPORATION,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
TELEMUNDO OF MEXICO, INC.,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
TELEMUNDO OF NORTHERN CALIFORNIA, INC.,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
TELEMUNDO OF NORTHERN CALIFORNIA LICENSE CORPORATION,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
TELEMUNDO OF PUERTO RICO LICENSE CORPORATION,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
TELEMUNDO OF SAN ANTONIO, INC.,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
TELEMUNDO OF SAN ANTONIO LICENSE CORPORATION,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
TELEMUNDO OF SANTA FE, INC.,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
TELENOTICIAS DEL MUNDO, INC.,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
TELENOTICIAS DEL MUNDO, L.P.,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
TU MUNDO MUSIC, INC.,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
VIDEO 44 ACQUISITION CORP., INC. (formerly
Harriscope of Chicago, Inc.),
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
WNJU LICENSE CORPORATION,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
WNJU-TV BROADCASTING CORPORATION,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
CREDIT SUISSE FIRST BOSTON, as Collateral Agent,
by
/s/ Xxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
by
/s/ Xxxx X. Xxxxxx
-----------------------------
Name: Xxxx X. Xxxxxx
Title: Director
