QuickLinks -- Click here to rapidly navigate through this documentWarrant Agreement • March 29th, 2002 • Univision Communications Inc • Television broadcasting stations
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • March 29th, 2002 • Univision Communications Inc • Television broadcasting stations • California
This Warrant Purchase Agreement (the "Agreement") is entered into as of December 19, 2001, by and between Venevision Investments LLC, a Delaware limited liability company ("Buyer"), and Univision Communications Inc., a Delaware corporation ("Seller").
SECOND AMENDED AND RESTATED PROGRAM LICENSE AGREEMENTProgram License Agreement • March 29th, 2002 • Univision Communications Inc • Television broadcasting stations • California
This SECOND AMENDED AND RESTATED PROGRAM LICENSE AGREEMENT is entered into as of December 19, 2001 (the "Restatement Date") by and between VENEVISION INTERNATIONAL CORPORATION, a Delaware corporation (hereinafter "Licensor"), and UNIVISION COMMUNICATIONS INC., a Delaware corporation ("Licensee" or "UCI"), and amends and restates that certain AMENDED AND RESTATED PROGRAM LICENSE AGREEMENT (the "Amended and Restated Program License Agreement") made as of the 1st day of October, 1996 by and between Dennevar, B.V. (and assigned by Dennevar B.V. to Licensor) and The Univision Network Limited Partnership, a Delaware limited partnership ("UNLP").
Amendment No. 7 (the "Amendment") To Employment Agreement between Univision Communications Inc. ("Univision") and Andrew Hobson (the "Employment Agreement")Employment Agreement • March 29th, 2002 • Univision Communications Inc • Television broadcasting stations
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 29th, 2002 • Univision Communications Inc • Television broadcasting stations • California
AMENDED AND RESTATED INTERNATIONAL PROGRAM RIGHTS AGREEMENTInternational Program Rights Agreement • March 29th, 2002 • Univision Communications Inc • Television broadcasting stations • California
This AMENDED AND RESTATED INTERNATIONAL PROGRAM RIGHTS AGREEMENT is entered into as of December 19, 2001 and amends and restates the International Program Rights Agreement dated October 2, 1996 by and between UNIVISION COMMUNICATIONS INC., a Delaware corporation ("UCI" and other entities directly or indirectly controlled by UCI hereinafter referred to collectively as "Univision"), Grupo Televisa, S.A. ("Televisa") and Venevision International, Inc. ("Venevision").
Univision Communications Inc. 1999 Avenue of the Stars, Suite 3050 Los Angeles, California 90067 February 27, 2002Acquisition Agreement • March 29th, 2002 • Univision Communications Inc • Television broadcasting stations
We refer to the letter agreement (the "Letter Agreement") dated December 19, 2001 (as amended), pursuant to which we have agreed to purchase and you have agreed to sell the Fonovisa group of companies. In connection therewith, the parties hereby agree as follows:
Univision Communications Inc. 1999 Avenue of the Stars, Suite 3050 Los Angeles, California 90067 January 28, 2002Acquisition Agreement • March 29th, 2002 • Univision Communications Inc • Television broadcasting stations
We refer to the letter agreement (the "Letter Agreement") dated December 19, 2001, pursuant to which we have agreed to purchase and you have agreed to sell the Fonovisa group of companies, and to the letter dated January 11, 2002, in which we agreed to extend the date for execution and delivery of the Long-form Agreement set forth in Section 5 of the Letter Agreement (the "Long-form Agreement") from January 15, 2002 to January 28, 2002. In connection therewith, the parties hereby agree to extend the date for execution and delivery of the Long-form Agreement from January 28, 2002 to February 8, 2002. Except as amended hereby, the Letter Agreement remains in full force and effect in accordance with its terms.
Univision Communications Inc. 1999 Avenue of the Stars, Suite 3050 Los Angeles, California 90067 March 7, 2002Acquisition Agreement • March 29th, 2002 • Univision Communications Inc • Television broadcasting stations
We refer to the letter agreement (the "Letter Agreement") dated December 19, 2001 (as amended), pursuant to which we have agreed to purchase and you have agreed to sell the Fonovisa group of companies. In connection therewith, the parties hereby agree as follows:
Amendment No. 8 (the "Amendment") To Employment Agreement between The Univision Network Limited Partnership ("Univision") and Ray Rodriguez (the "Employment Agreement") December 17, 2001Employment Agreement • March 29th, 2002 • Univision Communications Inc • Television broadcasting stations
SUBSIDIARY GUARANTYSubsidiary Guaranty • March 29th, 2002 • Univision Communications Inc • Television broadcasting stations • New York
GUARANTY, dated as of July 18, 2001 (as amended, modified or supplemented from time to time, this "Guaranty"), made by each of the undersigned (each a "Guarantor" and, together with each other entity that is required to execute a counterpart hereof pursuant to Section 25 hereof, the "Guarantors"). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
AGREEMENT UNIVISION COMMUNICATIONS INC. AND CHARTWELL SERVICES NEW YORK, INC. INTRODUCTIONReimbursement Agreement • March 29th, 2002 • Univision Communications Inc • Television broadcasting stations • New York
This Agreement, dated as of May 24, 2000, is between UNIVISION COMMUNICATIONS INC., a Delaware corporation ("Univision"), and CHARTWELL SERVICES NEW YORK, INC. ("CSNYI"), a New York corporation (each a "Party" and together the "Parties").
Univision Communications Inc. 1999 Avenue of the Stars, Suite 3050 Los Angeles, California 90067 January 11, 2002Acquisition Agreement • March 29th, 2002 • Univision Communications Inc • Television broadcasting stations
We refer to the letter agreement (the "Letter Agreement") dated December 19, 2001, pursuant to which we have agreed to purchase and you have agreed to sell the Fonovisa group of companies. In connection therewith, the parties hereby agree to extend the date of completion of the HSR Act filing set forth in Section 7 of the Letter Agreement from January 11, 2002 to January 21, 2002 and to extend the date for execution and delivery of the Long-form Agreement set forth in Section 5 of the Letter Agreement from January 15, 2002 to January 28, 2002. Except as amended hereby, the Letter Agreement remains in full force and effect in accordance with its terms.
Amendment No. 3 (the "Amendment") To Employment Agreement between Univision Communications Inc. ("Univision") and Douglas Kranwinkle (the "Employment Agreement") December 17, 2001Employment Agreement • March 29th, 2002 • Univision Communications Inc • Television broadcasting stations
Amendment No. 7 (the "Amendment") To Employment Agreement between The Univision Network Limited Partnership ("Univision") and Ray Rodriguez (the "Employment Agreement") November 14, 2001Employment Agreement • March 29th, 2002 • Univision Communications Inc • Television broadcasting stations
In order to assist Univision during the current difficult economic climate, I have volunteered to forego any raise called for by my employment agreement and to have my base pay reduced to Seven Hundred Twenty Thousand Dollars ($720,000) for the period January 1, 2002 through December 31, 2002. All other terms and conditions will remain unchanged.
Amendment No. 2 (the "Amendment") To Employment Agreement between Univision Communications Inc. ("Univision") and Douglas Kranwinkle (the "Employment Agreement") November 14, 2001Employment Agreement • March 29th, 2002 • Univision Communications Inc • Television broadcasting stations
Amendment No. 6 (the "Amendment") To Employment Agreement between Univision Communications Inc. ("Univision") and Andrew Hobson (the "Employment Agreement") November 14, 2001Employment Agreement • March 29th, 2002 • Univision Communications Inc • Television broadcasting stations
Amendment No. 8 (the "Amendment") To Employment Agreement between Univision Communications Inc. ("Univision") and George W. Blank (the "Employment Agreement") December 17, 2001Employment Agreement • March 29th, 2002 • Univision Communications Inc • Television broadcasting stations
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2002 • Univision Communications Inc • Television broadcasting stations • New York
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of January 1, 1996, by and between The Univision Network Limited Partnership, a Delaware limited partnership ("Company") and Andrew Hobson ("Employee").
Univision Communications Inc. 1999 Avenue of the Stars, Suite 3050 Los Angeles, California 90067 December 19, 2001Acquisition Agreement • March 29th, 2002 • Univision Communications Inc • Television broadcasting stations
This letter agreement (this "Letter Agreement") sets forth the understanding and agreement between Univision Communications Inc. ("Buyer") and Grupo Televisa S.A. ("Seller"), pursuant to which Buyer has agreed to purchase (directly or through a wholly-owned subsidiary of Buyer, at Buyer's option), and Seller has agreed to cause certain of its direct and indirect subsidiaries to sell, all of the stock of certain indirect subsidiaries of Seller, all subject to the terms and conditions set forth herein (the "Transactions"). The parties agree that this Letter Agreement is legally binding, and that the consummation of the transactions contemplated herein shall be subject only to the conditions expressly set forth in this Letter Agreement.
Amendment No. 7 (the "Amendment") To Employment Agreement between Univision Communications Inc. ("Univision") and George W. Blank (the "Employment Agreement") November 14, 2001Employment Agreement • March 29th, 2002 • Univision Communications Inc • Television broadcasting stations
