REGISTRATION RIGHTS AGREEMENT among HEMISPHERE MEDIA GROUP, INC. and certain holders identified herein Dated: January 22, 2013Registration Rights Agreement • March 12th, 2013 • Hemisphere Media Group, Inc. • Cable & other pay television services • New York
WHEREAS, concurrently with the execution and delivery of this Agreement, the Company, Azteca Acquisition Corporation, a Delaware corporation (“Azteca”), InterMedia Español Holdings, LLC, a Delaware limited liability company (“WAPA”), Cine Latino, Inc., a Delaware corporation (“Cine”), Hemisphere Merger Sub I, LLC, a Delaware limited liability company (“IM Merger Sub”), Hemisphere Merger Sub II, Inc., a Delaware corporation (“Azteca Merger Sub”) and Hemisphere Merger Sub III, Inc., a Delaware corporation (“Cine Merger Sub”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), pursuant to which (i) IM Merger Sub will be merged with and into WAPA (the “WAPA Merger”), (ii) Cine Merger Sub will be merged with and into Cine (the “Cinelatino Merger”) and (iii) Azteca Merger Sub will be merged with and into Azteca (the “Azteca Merger” and together with the WAPA Merger and the Cinelatino Merger, the “Mergers”). As a result, Azteca, WAPA and C
LOAN AGREEMENT dated as of March 31, 2011 by and among INTERMEDIA ESPANOL, INC. and TELEVICENTRO OF PUERTO RICO, LLC, as Borrowers, VARIOUS FINANCIAL INSTITUTIONS WHO ARE NOW OR MAY HEREAFTER BECOME PARTIES HERETO, as Lenders, THE BANK OF NOVA SCOTIA...Loan Agreement • March 12th, 2013 • Hemisphere Media Group, Inc. • Cable & other pay television services • New York
THIS LOAN AGREEMENT is made as of the 31st day of March, 2011, by and among INTERMEDIA ESPANOL, INC., a Delaware corporation (“InterMedia Espanol”), TELEVICENTRO OF PUERTO RICO, LLC, a Delaware limited liability company (“Televicentro”, and collectively with InterMedia Espanol, the “Borrowers” and each individually, a “Borrower”), SCOTIABANK DE PUERTO RICO and the various other financial institutions which are now, or in accordance with Article XII hereof hereafter become, parties hereto and “Lenders” hereunder by execution of the signature pages to this Agreement or otherwise (collectively, with Scotia Capital, the “Lenders” and each individually, a “Lender”), THE BANK OF NOVA SCOTIA (“Scotia Capital”), as Administrative Agent for the Lenders and certain Secured Parties hereinafter described (in such capacity, together with their successors and assigns in such capacity, the “Administrative Agent”), Scotia Capital and RBC CAPITAL MARKETS, as Joint Lead Arrangers (in such capacity, the
40,000,000 CREDIT FACILITY AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 17, 2011 by and among CINE LATINO, INC., as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES GENERAL ELECTRIC CAPITAL CORPORATION as...Credit Agreement • March 12th, 2013 • Hemisphere Media Group, Inc. • Cable & other pay television services • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) dated as of June 17, 2011, by and among Cine Latino, Inc., a Delaware corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender and such Lenders, amends and restates in its entirety the Credit Agreement (as amended to the date hereof, without giving effect to the amendments and restatements set forth herein, the “Original Credit Agreement”), dated as of August 2, 2007, among the Borrower, lenders from time to time party thereto and GE Capital, as agent for such lenders.
LOCK-UP AGREEMENTLock-Up Agreement • March 12th, 2013 • Hemisphere Media Group, Inc. • Cable & other pay television services • Delaware
LOCK-UP AGREEMENT, dated January 22, 2013 (as may be amended, supplemented or modified from time to time in accordance with the terms hereof, this “Agreement”), among Hemisphere Media Group, Inc., a Delaware corporation (the “Company”), InterMedia Español Holdings, LLC, a Delaware limited liability company (“IM”), Cine Latino, Inc., a Delaware corporation (“Cine”), and the parties identified as “IM Investor”, “Cine Investors” and “Azteca Investors” (collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
