LIMITED GUARANTEELimited Guarantee • June 28th, 2006 • Univision Communications Inc • Television broadcasting stations • Delaware
Limited Guarantee, dated as of June 26, 2006 (this “Limited Guarantee”), by [ ] (the “Guarantor”), in favor of Univision Communications Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used herein without definition have the meanings given to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER By and Among UMBRELLA HOLDINGS, LLC,Agreement and Plan of Merger • June 28th, 2006 • Univision Communications Inc • Television broadcasting stations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 26, 2006 (this “Agreement”), by and among Umbrella Holdings, LLC, a Delaware limited liability company (the “Buyer”), Umbrella Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Acquisition Sub”),and Univision Communications Inc., a Delaware corporation (the “Company”).
VOTING AND PROXY AGREEMENTVoting and Proxy Agreement • June 28th, 2006 • Univision Communications Inc • Television broadcasting stations • Delaware
THIS VOTING AND PROXY AGREEMENT (this “Agreement”) is made and entered into as of June 26, 2006 by and among Umbrella Holdings, LLC, a Delaware limited liability company (“Buyer”), and the persons executing this Agreement as “Stockholders” on the signature page hereto (each, a “Stockholder” and collectively, the “Stockholders”).
