] Shares UNIVISION HOLDINGS, INC. COMMON STOCK ($0.001 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2015 • Univision Holdings, Inc. • Television broadcasting stations • New York
SECOND AMENDMENT TO THE INVESTMENT AGREEMENTInvestment Agreement • December 23rd, 2015 • Univision Holdings, Inc. • Television broadcasting stations • Delaware
This Second Amendment to Investment Agreement (this “Amendment”), dated as of [ ] 2015 and effective immediately prior to the sale of shares of Class A Common Stock in the Initial Public Offering (the “Effective Date”), is entered into by and among: (i) Univision Holdings, Inc. (f/k/a Broadcasting Media Partners, Inc.), a Delaware corporation (“BMP”), (ii) BMPI Services II, LLC, a Delaware limited liability company (“BMPS2”), (iii) Univision Communications Inc., a Delaware corporation (“Univision”), (iv) Grupo Televisa S.A.B., a Mexico corporation (“Televisa”), and (v) Pay-TV Venture, Inc., a Delaware corporation (“Pay-TV” and, together with BMP, BMPS2, Univision, Televisa, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Investment Agreement (as defined below).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 23rd, 2015 • Univision Holdings, Inc. • Television broadcasting stations • New York
This FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of September 3, 2015 (this “Fifth Amendment”), among UNIVISION COMMUNICATIONS INC., a Delaware corporation (the “US Borrower”), UNIVISION OF PUERTO RICO INC., a Delaware corporation (the “Subsidiary Borrower” and, together with the US Borrower, the “Borrowers” and, each, a “Borrower”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as Administrative Agent and First-Lien Collateral Agent under the Credit Agreement referred to below (in such capacities, collectively, the “Administrative Agent”), the 2015 Extended Revolving Credit Lenders, the 2015 Incremental Revolving Credit Lenders and the Issuing Banks (as each such term is defined below) party hereto (with capitalized terms used, but not otherwise defined, in this paragraph and the recitals below to be defined as provided in Section 1 below).
