AMENDED AND RESTATED by and between TELEVISA, S.A. DE C.V. and UNIVISION COMMUNICATIONS INC.2011 Program License Agreement • June 28th, 2011 • Grupo Televisa, S.A.B. • Television broadcasting stations • New York
This AMENDED AND RESTATED 2011 PROGRAM LICENSE AGREEMENT (this “Agreement”) is entered into as of February 28, 2011 by and between Televisa, S.A. de C.V., a Mexican corporation (hereinafter “Licensor”) and Univision Communications Inc., a Delaware corporation (“Licensee”), shall be effective as of January 1, 2011 (the “Effective Date”), and as of the Effective Date, (i) amends and restates that certain 2011 Program License Agreement made as of the 20th day of December, 2010 by and between Licensor and Licensee; and (ii) replaces and supersedes that certain Third Amended and Restated Program License Agreement made as of the 22nd day of January, 2009 by and between Licensor and Licensee (the “Third Amended and Restated Program License Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth on Annex A attached hereto. Unless the context otherwise clearly requires, the phrases “concurrently herewith”, “as of the date hereof” and other phrases of similar
AMENDMENTInvestment Agreement • June 28th, 2011 • Grupo Televisa, S.A.B. • Television broadcasting stations • Delaware
AMENDMENT (this “Amendment”), dated as of February 28, 2011, to that certain Investment Agreement, dated as of December 20, 2010 (the “Investment Agreement”), is made by and among Broadcasting Media Partners, Inc., a Delaware corporation (“BMP”), BMPI Services II, LLC, a Delaware limited liability company (“BMPS2”), Univision Communications Inc., a Delaware corporation (“Univision”), Grupo Televisa S.A.B., a Mexico corporation (“Televisa”), and 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.
TERM SHEET LONG TERM CREDIT AGREEMENTTerm Sheet Long Term Credit Agreement • June 28th, 2011 • Grupo Televisa, S.A.B. • Television broadcasting stations
The following are the main terms and conditions pursuant to which Grupo Televisa, S.A.B. (“Grupo Televisa”) and Banco Nacional de Mexico, S.A. integrante del Grupo Financiero Banamex (“Banamex”), entered into a credit agreement dated March 23, 2011 (the “Loan Agreement”).
ContractGrupo Televisa, S.A.B. • June 28th, 2011 • Television broadcasting stations • Delaware
NEITHER THIS SECURITY NOR ANY OF THE COMMON STOCK OR WARRANTS ISSUABLE UPON CONVERSION OF SUCH SECURITY HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED UNLESS THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND THE REGISTRATION, QUALIFICATION AND FILING REQUIREMENTS OF ALL APPLICABLE JURISDICTIONS HAVE BEEN COMPLIED WITH OR UNLESS SUCH REGISTRATION, QUALIFICATION AND FILINGS ARE NOT REQUIRED OR THE PROPOSED TRANSACTION WILL BE EXEMPT FROM REGISTRATION, QUALIFICATION AND FILING IN ALL SUCH JURISDICTIONS. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, THE ISSUER SHALL HAVE THE RIGHT IN CONNECTION WITH THE SALE, ENCUMBRANCE OR TRANSFER OF THIS SECURITY TO RECEIVE AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT.
AMENDED AND RESTATED 2011 MEXICO LICENSE AGREEMENT by and between UNIVISION COMMUNICATIONS INC. and VIDEOSERPEL, LTD.2011 Mexico License Agreement • June 28th, 2011 • Grupo Televisa, S.A.B. • Television broadcasting stations • New York
This AMENDED AND RESTATED 2011 MEXICO LICENSE AGREEMENT (this “Agreement”) is entered into as of February 28, 2011 by and between Univision Communications Inc., a Delaware corporation (hereinafter “Licensor”) and Videoserpel, Ltd., a Switzerland corporation (“Licensee”) (a controlled Affiliate of Grupo Televisa, S.A.B. (“GT”)), shall be effective as of January 1, 2011 (the “Effective Date”), and as of the Effective Date amends and restates that certain 2011 Mexico License Agreement made as of the 20th day of December, 2010 by and between Licensor and Licensee. Capitalized terms used but not defined herein shall have the meanings set forth on Annex A attached hereto. Unless the context otherwise clearly requires, the phrases “concurrently herewith”, “as of the date hereof” and other phrases of similar import refer to December 20, 2010 and not February 28, 2011.
AMENDMENTGrupo Televisa, S.A.B. • June 28th, 2011 • Television broadcasting stations • Delaware
AMENDMENT (this “Amendment”), dated as of February 28, 2011, to that certain Amended and Restated Stockholders Agreement, dated as of December 20, 2010 (the “Stockholders Agreement”), is made by and among Broadcasting Media Partners, Inc., a Delaware corporation (the “Company”), Broadcast Media Partners Holdings, Inc., a Delaware corporation (“BMPH”), Univision Communications Inc., a Delaware corporation (“Univision”) and certain stockholders of the Company (collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Stockholders Agreement.
AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT by and among Broadcasting Media Partners, Inc. Broadcast Media Partners Holdings, Inc. Univision Communications Inc. Grupo Televisa, S.A.B. and the Principal Investors Dated as of December 20, 2010Principal Investor Agreement • June 28th, 2011 • Grupo Televisa, S.A.B. • Television broadcasting stations • Delaware
Summary in English of the Assignment Agreement with respect to the Trust Agreement (the “Assignment Agreement”)Assignment Agreement • June 28th, 2011 • Grupo Televisa, S.A.B. • Television broadcasting stations
The Assignment Agreement was entered into on April 7, 2011 as with respect to the Trust Beneficiary Rights dated December 16, 2010 (the “Trust Agreement”), by and between Mexico Media Investments S.L., Sociedad Unipersonal, as assignor (the “Assignor”) and Corporativo Vasco de Quiroga, S.A. de C.V., as assignee (the “Assignee”), with the consent of Grupo Salinas Telecom, S.A. de C.V. (“GST”), GSF Telecom Holdings, S.A.P.I. de C.V. (“GSF”) and Banco Invex, S.A., Institución de Banca Múltiple, Invex Grupo Financiero, as trustee for the Trust (the “Trustee”).
Summary in English of the Assignment Agreement with respect to Debentures (the “Assignment Agreement”)Assignment Agreement • June 28th, 2011 • Grupo Televisa, S.A.B. • Television broadcasting stations
The Assignment Agreement was entered into on April 7, 2011 by and between Mexico Media Investments S.L., Sociedad Unipersonal, as assignor (the “Assignor”) and Corporativo Vasco de Quiroga, S.A. de C.V., as assignee (the “Assignee”), with the consent of GSF Telecom Holdings, S.A.P.I. de C.V. (“GSF”) and Deutsche Bank México, S.A., Institución de Banca Múltiple, División Fiduciaria (the “Common Representative”).
TERM SHEET LONG TERM CREDIT AGREEMENTTerm Sheet Long Term Credit Agreement • June 28th, 2011 • Grupo Televisa, S.A.B. • Television broadcasting stations
The following are the main terms and conditions pursuant to which Grupo Televisa, S.A.B. (“Grupo Televisa”) and Banco Nacional de Mexico, S.A. integrante del Grupo Financiero Banamex (“Banamex”), entered into a credit agreement dated March 23, 2011 (the “Loan Agreement”).
AMENDMENT TO INTERNATIONAL PROGRAM RIGHTS AGREEMENTInternational Program Rights Agreement • June 28th, 2011 • Grupo Televisa, S.A.B. • Television broadcasting stations • California
This Amendment (this “Amendment”) is entered into as of December 20, 2010 by and between Univision Communications Inc. (“Univision”) and Grupo Televisa, S.A.B. (“Televisa”), and amends, as between Univision and Televisa only, that certain Amended and Restated International Program Rights Agreement (the “Existing IPRA”) dated December 19, 2001, by and among Univision, Televisa and Venevision International, Inc. (“Venevision”). Capitalized terms used but not defined herein shall have the meanings specified in the Existing IPRA.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT by and among Broadcasting Media Partners, Inc. Broadcast Media Partners Holdings, Inc. Univision Communications Inc. and Certain Stockholders of Broadcasting Media Partners, Inc. Dated as of December 20, 2010Stockholders Agreement • June 28th, 2011 • Grupo Televisa, S.A.B. • Television broadcasting stations • Delaware
TERM SHEET LONG TERM CREDIT AGREEMENTTerm Sheet Long Term Credit Agreement • June 28th, 2011 • Grupo Televisa, S.A.B. • Television broadcasting stations
The following are the main terms and conditions pursuant to which Grupo Televisa, S.A.B. (“Grupo Televisa”) and Banco Santander (México), S.A., Institución de Banca Múltiple, Grupo Financiero Santander (“Santander”), entered into a credit agreement dated March 30, 2011 (the “Loan Agreement”).
TERM SHEET LONG TERM CREDIT AGREEMENTTerm Sheet Long Term Credit Agreement • June 28th, 2011 • Grupo Televisa, S.A.B. • Television broadcasting stations
The following are the main terms and conditions pursuant to which Grupo Televisa, S.A.B. (“Grupo Televisa”) and BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer (“BBVA”), entered into a credit agreement dated March 30, 2011 (the “Loan Agreement”).
TERM SHEET LONG TERM CREDIT AGREEMENTTerm Sheet Long Term Credit Agreement • June 28th, 2011 • Grupo Televisa, S.A.B. • Television broadcasting stations
The following are the main terms and conditions pursuant to which Grupo Televisa, S.A.B. (“Grupo Televisa”) and HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC (“HSBC”), entered into a credit agreement dated March 28, 2011 (the “Loan Agreement”).
ContractAssignment Agreement • June 28th, 2011 • Grupo Televisa, S.A.B. • Television broadcasting stations
Summary in English of the Assignment Agreement with respect to the Shareholders’ and Share Purchase Agreement (the “Assignment Agreement”)
PURCHASE AND ASSIGNMENT AND ASSUMPTION AGREEMENTPurchase and Assignment and Assumption Agreement • June 28th, 2011 • Grupo Televisa, S.A.B. • Television broadcasting stations • Delaware
This PURCHASE AND ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of December 20, 2010 (this “Agreement”) is by and among PAY-TV VENTURE, INC. (the “Assignor”), TuTV LLC (the “Company”), and UNIVISION COMMUNICATIONS INC. (the “Assignee”), solely for purposes of Section 1.4, Televisa, S.A. de C.V., as successor to Visat, S.A. de C.V. (“TSA”) and Televisa Internacional, S.A. de C.V. (“Televisa Internacional”), and, solely for purposes of Section 1.5, Grupo Televisa, S.A.B. (“Grupo Televisa”).
