EXHIBIT 10.7
PLEDGE AGREEMENT (together with instruments executed and
delivered pursuant to Section 24, this "Agreement") dated as of
August 12, 1998, among TELEMUNDO GROUP, INC., a Delaware
corporation (the "Borrower"), TELEMUNDO HOLDINGS, INC., a
Delaware corporation of which the Borrower is a wholly owned
subsidiary (the "Parent"), each Subsidiary listed on Schedule I
hereto (such Subsidiaries being called individually a "Subsidiary
Pledgor" and collectively the "Subsidiary Pledgors"; the
Borrower, the Parent and the Subsidiary Pledgors are referred to
collectively as the "Pledgors") and CREDIT SUISSE FIRST BOSTON, a
bank organized under the laws of Switzerland, acting through 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 (a) 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"), and (b) the Subsidiary
Guarantee Agreement referred to therein. Capitalized terms used and not
defined herein (including, without limitation, the term "Obligations", as used
in the next paragraph 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. The Guarantors have agreed to guarantee, among other things, all the
obligations of the Borrower under the Credit Agreement. The obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are
conditioned upon, among other things, the execution and delivery by the Pledgors
of a Pledge Agreement in the form hereof to secure the Obligations.
Accordingly, the Pledgors and the Collateral Agent, on behalf of itself and
each Secured Party (and each of their respective successors or assigns), hereby
agree as follows:
SECTION 1. Pledge. As security for the payment and performance, as the
case may be, in full of the Obligations, each Pledgor hereby hypothecates,
pledges, assigns as security and delivers unto the Collateral Agent, its
successors and assigns, and hereby grants to the Collateral Agent, its
successors and assigns, for the ratable benefit of the Secured Parties, a
security interest in all of such Pledgor's right, title and interest in, to and
under (a) the shares of capital stock owned by it and listed on Schedule II
hereto and any shares of capital stock of any Subsidiary obtained in the future
by such Pledgor and the certificates representing all such shares (collectively,
the "Pledged Stock"); provided that the Pledged Stock shall not include (i) more
than 65% of the issued and outstanding shares of voting capital stock of any
Foreign Subsidiary or (ii) to the extent that applicable law requires that a
Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying
shares; (b)(i) the debt securities listed opposite the name of such Pledgor on
Schedule II hereto (including the Puerto Rican Notes), (ii) any debt securities
of any other Pledgor or any Foreign Subsidiary in the future issued to or held
by such Pledgor and (iii) the promissory notes and any other instruments
evidencing such debt securities (the "Pledged Debt Securities"); (c) all other
property that may be delivered to and held by the Collateral Agent pursuant to
the terms hereof; (d) subject to Section 5, all payments of principal or
interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed, in respect of, in exchange for or
upon the conversion of the securities referred to in clauses (a) and (b) above;
(e) subject to Section 5, all rights and privileges of such Pledgor with respect
to the securities, interests and other property referred to in clauses (a), (b),
(c)and (d) above; and (f) all proceeds of any of the foregoing (the items
referred to in clauses (a) through (f) above being
2
collectively referred to as the "Collateral"). Upon delivery to the Collateral
Agent, (a) any stock certificates, notes or other securities (including the
Pledged Debt Securities) now or hereafter included in the Collateral (the
"Pledged Securities") shall be accompanied by stock or bond powers duly executed
in blank or other indorsement or other instruments of transfer reasonably
satisfactory to the Collateral Agent with, if the Collateral Agent so requests,
signature guaranteed, and by such other indorsement, instruments and documents
as the Collateral Agent may reasonably request and (b) all other property
comprising part of the Collateral shall be accompanied by proper instruments of
assignment duly executed by each Pledgor and such other indorsement, instruments
or documents as the Collateral Agent may reasonably request. Each delivery of
Pledged Securities shall be accompanied by a schedule describing the securities
theretofore and then being pledged hereunder, which schedule shall be attached
hereto as Schedule II and made a part hereof. Each schedule so delivered shall
supersede any prior schedules so delivered.
TO HAVE AND TO HOLD the Collateral, together with all right, title,
interest, powers, privileges and preferences pertaining or incidental thereto,
unto the Collateral Agent, its successors and assigns, for the ratable benefit
of the Secured Parties, subject to the terms, covenants and conditions
hereinafter set forth.
SECTION 2. Delivery of the Collateral. (a) Each Pledgor agrees promptly
to deliver or cause to be delivered to the Collateral Agent any and all Pledged
Securities, and any and all certificates or other indorsement, instruments or
documents representing the Collateral.
(b) Each Pledgor will cause any Indebtedness for borrowed money owed to
such Pledgor by any other Pledgor or any Foreign Subsidiary to be evidenced by a
duly executed promissory note that is pledged and delivered to the Collateral
Agent pursuant to the terms hereof.
SECTION 3. Representations, Warranties and Covenants. Each Pledgor hereby
represents, warrants and covenants, as to itself and the Collateral pledged by
it hereunder, to and with the Collateral Agent that:
(a) the Pledged Stock represents that percentage as set forth on
Schedule II of the issued and outstanding shares of each class of the
capital stock or other Equity Interest of the issuer with respect thereto;
(b) except for the security interest granted hereunder, such Pledgor
(i) is and will at all times continue to be the direct owner, beneficially
and of record, of the Pledged Securities indicated on Schedule II, (ii)
holds the same free and clear of all Liens, (iii) will make no assignment,
pledge, hypothecation or transfer of, or create or permit to exist any
security interest in or other Lien on, the Collateral, other than pursuant
hereto, and (iv) subject to Section 5, will cause any and all Collateral,
whether for value paid by the Pledgor or otherwise, to be forthwith
deposited with the Collateral Agent and pledged or assigned hereunder;
(c) such Pledgor (i) has the power and authority to pledge the
Collateral in the manner hereby done or contemplated and (ii) will defend
its title or interest thereto or therein against any and all Liens (other
than the Lien created by this Agreement), however arising, of all persons
whomsoever;
(d) no consent of any other person (including stockholders or
creditors of such Pledgor) and no consent or approval of any Governmental
Authority or any securities exchange was or is necessary to the validity of
the pledge effected hereby;
(e) by virtue of the execution and delivery by the Pledgors of this
Agreement, when the Pledged Securities, certificates or other documents
representing or evidencing the Collateral are delivered to the Collateral
Agent in accordance with this Agreement or, if a security interest in any
of such Collateral may not under applicable law be perfected by possession,
then upon the filing of appropriate financing statements, the Collateral
Agent will
3
obtain a valid and perfected first lien upon and security interest in such
Pledged Securities as security for the payment and performance of the
Obligations;
(f) the pledge effected hereby is effective to vest in the Collateral
Agent, on behalf of the Secured Parties, the rights of the Collateral Agent
in the Collateral as set forth herein;
(g) all of the Pledged Stock has been duly authorized and validly
issued, is fully paid and nonassessable and is in certificated form;
(h) all information set forth herein relating to the Pledged Stock is
accurate and complete in all material respects as of the date hereof;
(i) the pledge of the Pledged Stock pursuant to this Agreement does
not violate Regulation U or X of the Federal Reserve Board or any
successor thereto as of the date hereof;
(j) the Collateral shall not be represented by any certificates,
notes, securities, documents or other instruments other than those
delivered hereunder; and
(k) the terms of the governing documentation for the capital stock of
each partnership or limited liability company (other than the Chicago
Subsidiary) whose capital stock is pledged under Section 1 above will at
all times expressly provide that the capital stock of such partnership or
limited liability company is a security governed by Article VIII of the
Uniform Commercial Code as in effect in the jurisdiction of organization of
the issuer and that such capital stock will at all times be represented by
a certificate duly delivered to the Collateral Agent under Section 1 above.
SECTION 4. Registration in Nominee Name; Denominations. The Collateral
Agent, on behalf of the Secured Parties, shall have the right (in its sole and
absolute discretion) to hold the Pledged Securities in its own name as pledgee,
the name of its nominee (as pledgee or as sub-agent) or the name of the
Pledgors, endorsed or assigned in blank or in favor of the Collateral Agent.
Each Pledgor will promptly give to the Collateral Agent copies of any notices or
other communications received by it with respect to Pledged Securities
registered in the name of such Pledgor. The Collateral Agent shall at all times
have the right to exchange the certificates representing Pledged Securities for
certificates of smaller or larger denominations for any purpose consistent with
this Agreement.
SECTION 5. Voting Rights; Dividends and Interest, etc. (a) Unless and
until an Event of Default shall have occurred and be continuing:
(i) Each Pledgor shall be entitled to exercise any and all voting
and/or other consensual rights and powers inuring to an owner of Pledged
Securities or any part thereof for any purpose consistent with the terms of
this Agreement, the Credit Agreement and the other Loan Documents;
provided, however, that such Pledgor will not be entitled to exercise any
such right if the purpose thereof is to interfere with the exercise of the
rights and remedies of the Secured Parties under this Agreement or any
other Loan Document.
(ii) The Collateral Agent shall execute and deliver to each Pledgor,
or cause to be executed and delivered to each Pledgor, all such proxies,
powers of attorney and other indorsements or instruments as such Pledgor
may reasonably request for the purpose of enabling such Pledgor to exercise
the voting and/or consensual rights and powers it is entitled to exercise
pursuant to subparagraph (i) above and to receive the cash dividends it is
entitled to receive pursuant to subparagraph (iii) below.
(iii) Each Pledgor shall be entitled to receive and retain any and all
cash dividends, distributions, interest and principal paid on the Pledged
Securities to the extent and only to the extent that such cash dividends,
distributions, interest and principal are permitted by, and
4
otherwise paid in accordance with, the terms and conditions of the Credit
Agreement, the other Loan Documents and applicable laws. All noncash
dividends, distributions, interest and principal, and all dividends,
distributions, interest and principal paid or payable in cash or otherwise
in connection with a partial or total liquidation or dissolution, return of
capital, capital surplus or paid-in surplus, and all other distributions
(other than distributions referred to in the preceding sentence) made on or
in respect of the Pledged Securities, whether paid or payable in cash or
otherwise, whether resulting from a subdivision, combination or
reclassification of the outstanding capital stock of the issuer of any
Pledged Securities or received in exchange for Pledged Securities or any
part thereof, or in redemption thereof, or as a result of any merger,
consolidation, acquisition or other exchange of assets to which such issuer
may be a party or otherwise, shall be and become part of the Collateral,
and, if received by any Pledgor, shall not be commingled by such Pledgor
with any of its other funds or property but shall be held separate and
apart therefrom, shall be held in trust for the benefit of the Collateral
Agent and shall be forthwith delivered to the Collateral Agent in the same
form as so received (with any necessary endorsement).
(b) Upon the occurrence and during the continuance of an Event of Default,
all rights of any Pledgor to dividends, distributions, interest or principal
that such Pledgor is authorized to receive pursuant to paragraph (a)(iii) above
shall cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall have the sole and exclusive right and authority to receive
and retain such dividends, distributions, interest or principal. All dividends,
distributions, interest or principal received by any Pledgor contrary to the
provisions of this Section 5 shall be held in trust for the benefit of the
Collateral Agent, shall be segregated from other property or funds of such
Pledgor and shall be forthwith delivered to the Collateral Agent upon demand in
the same form as so received (with any necessary endorsement). Any and all money
and other property paid over to or received by the Collateral Agent pursuant to
the provisions of this paragraph (b) shall be retained by the Collateral Agent
in an account to be established by the Collateral Agent upon receipt of such
money or other property and shall be applied in accordance with the provisions
of Section 7. After all Events of Default have been cured or waived, the
Collateral Agent shall, within five Business Days after all such Events of
Default have been cured or waived, repay to each Pledgor all cash dividends,
distributions, interest or principal (without interest) that such Pledgor would
otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii)
above and which remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default,
all rights of any Pledgor to exercise the voting and consensual rights and
powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section
5, and the obligations of the Collateral Agent under paragraph (a)(ii) of this
Section 5, shall cease, and all such rights shall thereupon become vested in the
Collateral Agent, which shall have the sole and exclusive right and authority to
exercise such voting and con sensual rights and powers, provided that, unless
otherwise directed by the Required Lenders, the Collateral Agent shall have the
right from time to time following and during the continuance of an Event of
Default to permit such Pledgor to exercise such rights; provided further that,
notwithstanding the foregoing, all voting and consensual rights and powers shall
remain with the Pledgor pending receipt of any necessary approval of the FCC of
any assignment or transfer of control of the FCC licenses held by the Borrower
or any Subsidiary. After all Events of Default have been cured or waived, such
Pledgor will have the right to exercise the voting and consensual rights and
powers that it would otherwise be entitled to exercise pursuant to the terms of
paragraph (a)(i) above.
SECTION 6. Remedies upon Default. Upon the occurrence and during the
continuance of an Event of Default, subject to applicable regulatory and legal
requirements, the Collateral Agent may sell the Collateral, or any part thereof,
at public or private sale or at any broker's board or on any securities
exchange, for cash, upon credit or for future delivery as the Collateral Agent
shall deem appropriate. The Collateral Agent shall be authorized at any such
sale (if it deems it advisable to do so) to restrict the prospective bidders or
purchasers to persons who will represent and agree that they are purchasing the
Collateral for their own account for investment and not with a view to the
distribution or sale thereof or to impose other restrictions necessary in its
judgment to ensure compliance with applicable securities laws, as more fully set
forth in Section 11, and upon consummation of any such sale the Collateral Agent
shall have the right to assign, transfer and deliver
5
to the purchaser or purchasers thereof the Collateral so sold. Each such
purchaser at any such sale shall hold the property sold absolutely free from any
claim or right on the part of any Pledgor, and, to the extent permitted by
applicable law, each Pledgor hereby waives all rights of redemption, stay,
valuation and appraisal such Pledgor now has or may at any time in the future
have under any rule of law or statute now existing or hereafter enacted.
The Collateral Agent shall give a Pledgor 10 days' prior written notice
(which each Pledgor agrees is reasonable notice within the meaning of Section 9-
504(3) of the Uniform Commercial Code as in effect in the State of New York or
its equivalent in other jurisdictions) of the Collateral Agent's intention to
make any sale of such Pledgor's Collateral. Such notice, in the case of a
public sale, shall state the time and place for such sale and, in the case of a
sale at a broker's board or on a securities exchange, shall state the board or
exchange at which such sale is to be made and the day on which the Collateral,
or portion thereof, will first be offered for sale at such board or exchange.
Any such public sale shall be held at such time or times within ordinary
business hours and at such place or places as the Collateral Agent may fix and
state in the notice of such sale. At any such sale, the Collateral, or portion
thereof, to be sold may be sold in one lot as an entirety or in separate
parcels, as the Collateral Agent may (in its sole and absolute discretion)
determine. The Collateral Agent shall not be obligated to make any sale of any
Collateral if it shall determine not to do so, regardless of the fact that
notice of sale of such Collateral shall have been given. The Collateral Agent
may, without notice or publication, adjourn any public or private sale or cause
the same to be adjourned from time to time by announcement at the time and place
fixed for sale, and such sale may, without further notice, be made at the time
and place to which the same was so adjourned. In case any sale of all or any
part of the Collateral is made on credit or for future delivery, the Collateral
so sold may be retained by the Collateral Agent until the sale price is paid in
full by the purchaser or purchasers thereof, but the Collateral Agent shall not
incur any liability in case any such purchaser or purchasers shall fail to take
up and pay for the Collateral so sold and, in case of any such failure, such
Collateral may be sold again upon like notice. At any public (or, to the extent
permitted by applicable law, private) sale made pursuant to this Section 6, any
Secured Party may bid for or purchase, free from any right of redemption, stay
or appraisal on the part of any Pledgor (all said rights being also hereby
waived and released), the Collateral or any part thereof offered for sale and
may make payment on account thereof by using any claim then due and payable to
it from such Pledgor as a credit against the purchase price, and it may, upon
compliance with the terms of sale, hold, retain and dispose of such property
without further accountability to such Pledgor therefor. For purposes hereof,
(a) a written agreement to purchase the Collateral or any portion thereof shall
be treated as a sale thereof, (b) the Collateral Agent shall be free to carry
out such sale pursuant to such agreement and (c) such Pledgor shall not be
entitled to the return of the Collateral or any portion thereof subject thereto,
notwithstanding the fact that after the Collateral Agent shall have entered into
such an agreement all Events of Default shall have been remedied and the
Obligations paid in full. As an alternative to exercising the power of sale
herein conferred upon it, the Collateral Agent may proceed by a suit or suits at
law or in equity to foreclose upon the Collateral and to sell the Collateral or
any portion thereof pursuant to a judgment or decree of a court or courts having
competent jurisdiction or pursuant to a proceeding by a court-appointed
receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed
to conform to the commercially reasonable standards as provided in Section 9-
504(3) of the Uniform Commercial Code as in effect in the State of New York or
its equivalent in other jurisdictions.
SECTION 7. Application of Proceeds of Sale. The proceeds of any sale of
Collateral pursuant to Section 6, as well as any Collateral consisting of cash,
shall be applied by the Collateral Agent as follows:
FIRST, to the payment of all costs and expenses incurred by the
Collateral Agent in connection with such sale or otherwise in connection
with this Agreement, any other Loan Document or any of the Obligations,
including all court costs and the reasonable fees and expenses of its
agents and legal counsel, the repayment of all advances made by the
Collateral Agent hereunder or under any other Loan Document on behalf of
any Pledgor and any other costs or expenses incurred in connection with the
exercise of any right or remedy hereunder or under any other Loan Document;
6
SECOND, to the payment in full of the Obligations (the amounts so
applied to be distributed among the Secured Parties pro rata in accordance
with the amounts of the Obligations owed to them on the date of any such
distribution); and
THIRD, to the Pledgor, its successors or assigns, or as a court of
competent jurisdiction may otherwise direct.
The Collateral Agent may suspend application of any cash or proceeds to the
extent such application would be inconsistent with the Loan Documents or to the
extent such suspension is advisable in the Collateral Agent's good faith
judgment in order to protect the rights or interests of the Secured Parties.
Upon any sale of the Collateral by the Collateral Agent (including pursuant to a
power of sale granted by statute or under a judicial proceeding), the receipt of
the purchase money by the Collateral Agent or of the officer making the sale
shall be a sufficient discharge to the purchaser or purchasers of the Collateral
so sold and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Collateral Agent
or such officer or be answerable in any way for the misapplication thereof.
SECTION 8. Reimbursement of Collateral Agent. (a) Each Pledgor agrees to
pay upon demand to the Collateral Agent the amount of any and all reasonable
expenses, including the reasonable fees, other charges and disbursements of its
counsel and of any experts or agents, that the Collateral Agent may incur in
connection with (i) the administration of this Agreement, (ii) the custody or
preservation of, or the sale of, collection from, or other realization upon, any
of the Collateral or (iii) the exercise or enforcement of any of the rights of
the Collateral Agent hereunder.
(b) Without limitation of its indemnification obligations under the other
Loan Documents, each Pledgor agrees to indemnify the Collateral Agent and the
Indemnitees against, and hold each Indemnitee harmless from, any and all losses,
claims, damages, liabilities and related expenses, including reasonable counsel
fees, other charges and disbursements, incurred by or asserted against any
Indemnitee arising out of, in any way connected with, or as a result of (i) the
execution or delivery of this Agreement or any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations thereunder or the consummation of
the Transactions and the other transactions contemplated thereby or (ii) any
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether or not any Indemnitee is a party thereto, provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or wilful misconduct of such Indemnitee. In connection
with any claim, litigation, investigation or proceeding referred to in the
preceding sentence, the Indemnitees will endeavor to avoid duplication of effort
and expense by employing common counsel (including special or local counsel,
where required), which shall be nominated by the Collateral Agent (or, if the
Collateral Agent shall not be a party or prospective party to such claim,
litigation, investigation or proceeding, by the Lender party thereto with the
largest credit exposure or potential credit exposure hereunder), it being
understood that an Indemnitee will in any event be entitled to separate counsel
(i) if such Indemnitee may have defenses available to it that are different from
or potentially inconsistent with defenses that may be asserted by other
Indemnitees, (ii) if the representation by a single counsel of such Indemnitee
and other Indemnitees would otherwise be inappropriate due to actual or
potential differences in the interests of the Indemnitees or (iii) if the
Borrower shall agree to the retention of separate counsel.
(c) Any amounts payable as provided hereunder shall be additional
Obligations secured hereby. The provisions of this Section 8 shall remain
operative and in full force and effect regardless of the termination of this
Agreement or any other Loan Document, the consummation of the transactions
contemplated hereby, the repayment of any of the Obligations, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan
Document or any investigation made by or on behalf of the Collateral Agent or
any other Secured Party. All amounts due under this Section 8 shall be payable
on written demand therefor and shall bear interest at the rate specified in
Section 2.07 of the Credit Agreement.
7
SECTION 9. Collateral Agent Appointed Attorney-in-Fact; Appointment of
Collateral Agent under Puerto Rican Note Security Agreement. (a) Each Pledgor
hereby appoints the Collateral Agent the attorney-in-fact of such Pledgor for
the purpose of carrying out the provisions of this Agreement and taking any
action and executing any instrument that the Collateral Agent may deem necessary
or advisable to accomplish the purposes hereof, which appointment is irrevocable
and coupled with an interest. Without limiting the generality of the foregoing,
the Collateral Agent shall have the right, upon the occurrence and during the
continuance of an Event of Default, with full power of substitution either in
the Collateral Agent's name or in the name of such Pledgor, to ask for, demand,
xxx for, collect, receive and give acquittance for any and all moneys due or to
become due under and by virtue of any Collateral, to endorse checks, drafts,
orders and other instruments for the payment of money payable to such Pledgor
representing any interest or dividend or other distribution payable in respect
of the Collateral or any part thereof or on account thereof and to give full
discharge for the same, to settle, compromise, prosecute or defend any action,
claim or proceeding with respect thereto, and to sell, assign, endorse, pledge,
transfer and to make any agreement respecting, or otherwise deal with, the same;
provided that (i) if no Event of Default has occurred and is continuing, the
Collateral Agent shall only exercise its rights under this Section 9 to take
actions that the Pledgors are required to perform under this Agreement and have
not performed within three Business Days after receipt by the Borrower of notice
from the Collateral Agent requesting that any such actions be taken and (ii)
nothing herein contained shall be construed as requiring or obligating the
Collateral Agent to make any commitment or to make any inquiry as to the nature
or sufficiency of any payment received by the Collateral Agent, or to present or
file any claim or notice, or to take any action with respect to the Collateral
or any part thereof or the moneys due or to become due in respect thereof or any
property covered thereby. The Collateral Agent and the other Secured Parties
shall be accountable only for amounts actually received as a result of the
exercise of the powers granted to them herein, and neither they nor their
officers, directors, employees or agents shall be responsible to any Pledgor for
any act or failure to act hereunder, except for their own gross negligence or
wilful misconduct.
(b) The Borrower hereby appoints the Collateral Agent as collateral agent
under the Puerto Rican Note Security Agreement which appointment is irrevocable
and coupled with an interest. The Borrower acknowledges and agrees that neither
the Collateral Agent nor its officers, directors, employees, agents or
controlling persons will have any liability whatsoever to the Borrower for any
failure to perform its duties as collateral agent under the Puerto Rican Note
Security Agreement or for any other act or omission to act thereunder.
SECTION 10. Waivers; Amendment. (a) No failure or delay of the
Collateral Agent or any of the Pledgors 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 and the Pledgors hereunder and of the other Secured Parties
under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of any provisions
of this Agreement or consent to any departure by any Pledgor 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
Pledgor in any case shall entitle such Pledgor 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
Collateral Agent and the Pledgor or Pledgors with respect to which such waiver,
amendment or modification is to apply, subject to any consent required in
accordance with Section 10.08 of the Credit Agreement.
SECTION 11. Securities Act, etc. In view of the position of the Pledgors
in relation to the Pledged Securities, or because of other current or future
circumstances, a question may arise under the Securities Act of 1933, as now or
hereafter in effect, or any similar statute hereafter enacted analogous in
purpose or effect (such Act and any such similar statute as from time to time in
effect being called the "Federal Securities Laws") with respect to any
disposition of the Pledged Securities
8
permitted hereunder. Each Pledgor understands that compliance with the Federal
Securities Laws might very strictly limit the course of conduct of the
Collateral Agent if the Collateral Agent were to attempt to dispose of all or
any part of the Pledged Securities, and might also limit the extent to which or
the manner in which any subsequent transferee of any Pledged Securities could
dispose of the same. Similarly, there may be other legal restrictions or
limitations affecting the Collateral Agent in any attempt to dispose of all or
part of the Pledged Securities under applicable "Blue Sky" or other state
securities laws or similar laws analogous in purpose or effect. Each Pledgor
recognizes that in light of such restrictions and limitations the Collateral
Agent may, with respect to any sale of the Pledged Securities, limit the
purchasers to those who will agree, among other things, to acquire such Pledged
Securities for their own account, for investment, and not with a view to the
distribution or resale thereof. Each Pledgor acknowledges and agrees that in
light of such restrictions and limitations, the Collateral Agent, in its sole
and absolute discretion, (a) may proceed to make such a sale whether or not a
registration statement for the purpose of registering such Pledged Securities or
part thereof shall have been filed under the Federal Securities Laws and (b) may
approach and negotiate with a single potential purchaser to effect such sale.
Each Pledgor acknowledges and agrees that any such sale might result in prices
and other terms less favorable to the seller than if such sale were a public
sale without such restrictions. In the event of any such sale, the Collateral
Agent shall incur no responsibility or liability for selling all or any part of
the Pledged Securities at a price that the Collateral Agent, in its sole and
absolute discretion, may in good xxxxx xxxx reasonable under the circumstances,
notwithstanding the possibility that a substantially higher price might have
been realized if the sale were deferred until after registration as aforesaid or
if more than a single purchaser were approached. The provisions of this Section
11 will apply notwithstanding the existence of a public or private market upon
which the quotations or sales prices may exceed substantially the price at which
the Collateral Agent sells.
SECTION 12. FCC Compliance. (a) Notwithstanding anything to the contrary
contained herein or in any other agreement, instrument, or document executed in
connection herewith, (i) no party hereto shall take or be required to take any
actions hereunder that would constitute or result in a transfer or assignment of
any Station License, permit or authorization or a change of control over such
Station License, permit or authorization requiring the prior approval of the FCC
without first obtaining such prior approval of the FCC and (ii) no failure on
the part of any party hereto to take any such actions prior to the obtaining of
such approval shall constitute an Event of Default. In addition, the parties
acknowledge that the voting rights of the Pledged Stock shall remain with the
relevant Pledgor thereof even upon the occurrence and during the continuance of
an Event of Default until the FCC shall have given its prior consent to the
exercise of stockholder rights by a purchaser at a public or private sale of
such Pledged Stock or the exercise of such rights by the Collateral Agent or by
a receiver, trustee, conservator or other agent duly appointed pursuant to
applicable law.
(b) If an Event of Default shall have occurred and be continuing, each
Pledgor shall take any action which the Collateral Agent may reasonably request
in the exercise of its rights and remedies under this Agreement in order to
transfer or assign the Collateral to the Collateral Agent or to such one or more
third parties as the Collateral Agent may designate, or to a combination of the
foregoing. To enforce the provisions of this Section 12, the Collateral Agent
and the other Secured Parties are empowered to seek from the FCC and any other
Governmental Authority, to the extent required, consent to or approval of any
involuntary transfer of control of any entity whose Collateral is subject to
this Agreement for the purpose of seeking a bona fide purchaser to whom control
ultimately will be transferred. Each Pledgor agrees to cooperate with any such
purchaser and with the Collateral Agent and the other Secured Parties in the
preparation, execution and filing of any forms and providing any information
that may be necessary or helpful in obtaining the FCC's consent to the
assignment to such purchaser of the Collateral. Each Pledgor hereby agrees to
consent to any such voluntary or involuntary transfer after and during the
continuation of an Event of Default and, without limiting any rights of the
Collateral Agent under this Agreement, to authorize the Collateral Agent to
nominate a trustee or receiver to assume control of the Collateral, subject only
to required judicial, FCC or other consents required by Governmental Authorities
or applicable law, in order to effectuate the transactions contemplated by this
Section 12. Such trustee or receiver shall have all the rights and powers as
provided to it by law or court order, or to the Collateral Agent under this
Agreement. Each
9
Pledgor shall cooperate fully in obtaining the consent of the FCC and the
approval or consent of each other Governmental Authority required to effectuate
the foregoing.
(c) Without limiting the obligations of any Pledgor hereunder in any
respect, each Pledgor further agrees that if such Pledgor, upon the occurrence
and during the continuance of an Event of Default, should fail or refuse to take
any action required under paragraph (b) above for any reason whatsoever, without
limitation, including any refusal to execute any application necessary or
appropriate to obtain any governmental consent necessary or appropriate for the
exercise of any right of the Collateral Agent or any other Secured Party
hereunder, such Pledgor agrees that such application may be executed on such
Pledgor's behalf by the clerk of any court of competent jurisdiction without
notice to such Pledgor pursuant to court order.
(d) In connection with this Section 12, the Collateral Agent shall be
entitled to rely in good faith upon an opinion of outside FCC counsel of the
Collateral Agent's choice with respect to any such assignment or transfer,
whether or not the advice rendered is ultimately determined to have been
accurate.
SECTION 13. Security Interest Absolute. All rights of the Collateral
Agent hereunder, the grant of a security interest in the Collateral and all
obligations of each Pledgor hereunder, shall be absolute and unconditional
irrespective of (a) any lack of validity or enforceability of the Credit
Agreement, any other Loan Document, any agreement with respect to any of the
Obligations or any other agreement or instrument relating to any of the
foregoing, (b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations, or any other amendment or waiver
of or any consent to any departure from the Credit Agreement, any other Loan
Document or any other agreement or instrument relating to any of the foregoing,
(c) any exchange, release or nonperfection of any other collateral, or any
release or amendment or waiver of or consent to or departure from any guaranty,
for all or any of the Obligations or (d) any other circumstance that might
otherwise constitute a defense available to, or a discharge of, any Pledgor in
respect of the Obligations or in respect of this Agreement (other than the
indefeasible payment in full of all the Obligations).
SECTION 14. Termination or Release. (a) This Agreement and the security
interests granted hereby 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.
(b) Upon any sale or other transfer by any Pledgor of any Collateral that
is permitted under the Credit Agreement to any person that is not a Pledgor, or
upon the effectiveness of any written consent to the release of the security
interest granted hereby in any Collateral pursuant to Section 10.08(b) of the
Credit Agreement, the security interest in such Collateral shall be
automatically released.
(c) In connection with any termination or release pursuant to paragraph
(a) or (b) above, the Collateral Agent shall execute and deliver to any Pledgor,
at such Pledgor's expense, all documents that such Pledgor shall reasonably
request to evidence such termination or release. Any execution and delivery of
documents pursuant to this Section 14 shall be without recourse to or warranty
by the Collateral Agent other than that the Collateral (other than any
Collateral that shall have been sold in accordance with Section 6) is not
subject to any interest granted by the Collateral Agent in favor of any other
person.
SECTION 15. 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 any Subsidiary Pledgor shall be given to
it at the address for notices set forth in Schedule I.
SECTION 16. Further Assurances. Each Pledgor agrees to do such further
acts and things, and to execute and deliver such additional conveyances,
assignments, agreements, indorsements and
10
instruments, as the Collateral Agent may at any time reasonably request in
connection with the administration and enforcement of this Agreement or with
respect to the Collateral or any part thereof or in order better to assure and
confirm unto the Collateral Agent its rights and remedies hereunder.
SECTION 17. 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 any Pledgor that are contained in
this Agreement shall bind and inure to the benefit of its successors and
assigns. This Agreement shall become effective as to any Pledgor when a
counterpart hereof (or a Supplement referred to in Section 24) executed on
behalf of such Pledgor shall have been delivered to the Collateral Agent and a
counterpart hereof (or a Supplement referred to in Section 24) shall have been
executed on behalf of the Collateral Agent, and thereafter shall be binding upon
such Pledgor and the Collateral Agent, and their respective successors and
assigns, enforceable by such Pledgor against the Collateral Agent and by the
Collateral Agent against such Pledgor, and their respective successors and
assigns, and shall inure to the benefit of such Pledgor, the Collateral Agent
and the other Secured Parties, and their respective successors and assigns,
except that no Pledgor shall have the right to assign its rights hereunder or
any interest herein or in the Collateral (and any such attempted assignment
shall be void), except as expressly contemplated by this Agreement or the other
Loan Documents. This Agreement shall be construed as a separate agreement with
respect to each Pledgor and may be amended, modified, supplemented, waived or
released with respect to any Pledgor without the approval of any other Pledgor
and without affecting the obligations of any other Pledgor hereunder.
SECTION 18. Survival of Agreement; Severability. (a) All covenants,
agreements, representations and warranties made by each Pledgor 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,
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 14.
(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 19. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 20. Counterparts. This Agreement may be executed in two or more
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 17. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile transmission shall be as effective as
delivery of a manually executed counterpart of this Agreement.
SECTION 21. Rules of Interpretation. The rules of interpretation
specified in Section 1.02 of the Credit Agreement shall be applicable to this
Agreement. Section headings used herein are for convenience of reference only,
are not part of this Agreement and are not to affect the construction of, or to
be taken into consideration in interpreting this Agreement.
SECTION 22. Jurisdiction; Consent to Service of Process. (a) Each
Pledgor 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, to the extent permitted by
applicable law, 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 have to bring any action or proceeding
relating to this Agreement or the other Loan Documents against the Pledgor or
its properties in the courts of any jurisdiction.
(b) Each Pledgor 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 15. 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 23. 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.
SECTION 24. Additional Pledgors. Pursuant to Section 5.09 of the Credit
Agreement, each Subsidiary(other than any Foreign Subsidiary) that was not in
existence or not a Subsidiary on the date of the Credit Agreement is required to
enter into this Agreement as a Subsidiary Pledgor upon becoming a Subsidiary if
such Subsidiary owns or possesses property of a type that would be considered
Collateral hereunder. Upon execution and delivery by the Collateral Agent and a
Subsidiary of a Supplement in the form of Annex 1, such Subsidiary shall become
a Subsidiary Pledgor hereunder with the same force and effect as if originally
named as a Subsidiary Pledgor herein. The execution and delivery of such
Supplement shall not require the consent of any Pledgor hereunder. The rights
and obligations of each Pledgor hereunder shall remain in full force and effect
notwithstanding the addition of any new Subsidiary Pledgor as a party to this
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
TELEMUNDO GROUP, INC.,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
TELEMUNDO HOLDINGS, INC.,
by
/s/ Xxxxx X. Xxxxxxx XX
--------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: CFO & Treasurer
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
