EXHIBIT 10.3
EXECUTION COPY
AMENDED AND RESTATED PLEDGE AGREEMENT
(together with instruments executed and delivered
pursuant to Section 24, this "Agreement" or the
"Pledge Agreement") dated as of August 12, 1998,
as amended and restated as of June 1, 2001, among
TELEMUNDO GROUP, INC., a Delaware corporation (the
"Borrower"), TELEMUNDO HOLDINGS, INC., a Delaware
corporation of which the Borrower is a wholly
owned subsidiary ("Holdings"), each Subsidiary
listed on Schedule I hereto (such Subsidiaries
being called individually a "Subsidiary Pledgor"
and collectively the "Subsidiary Pledgors"; the
Borrower, Holdings 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 and restated in the form of the Amended and Restated Credit Agreement
as of June 1, 2001 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among the Borrower, Holdings, the lenders from
time to time party thereto (the "Lenders") and CSFB, as administrative agent (in
such capacity, the "Administrative Agent"), Collateral Agent and issuing bank
(in such capacity, the "Issuing Bank") 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.
In connection with the amendment and restatement of the Credit Agreement,
the parties hereto desire to amend and restate, in the form of this Agreement,
the Pledge Agreement dated as of August 12, 1998, among the Pledgors party
thereto and the Collateral Agent.
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 and other Equity Interests owned by it and
listed on Schedule II hereto and any shares of capital stock or other Equity
Interests of any Subsidiary obtained in the future by such Pledgor and the
certificates representing all such shares and other Equity Interests
(collectively, the "Pledged
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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
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 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 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:
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(a) the Pledged Stock of each issuer named in Schedule II represents
the percentage set forth on such Schedule II of the issued and outstanding
shares of each class of the capital stock or other Equity Interests of such
issuer;
(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 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, except for Telenoticias del
Mundo, L.P., 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
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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.
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(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 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 liqui dation 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
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in the Collateral Agent, which shall have the sole and exclusive right and
authority to exercise such voting and consensual 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 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
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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;
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
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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
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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.
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,
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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 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
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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
12
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 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
termination or release provided in Section 14).
SECTION 14. Termination or Release. This Agreement shall terminate and
the security interests granted hereby shall be released as provided in Section
10.17 of the Credit Agreement. In connection with any such termination or
release, 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
13
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 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
14
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.
15
(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/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELEMUNDO HOLDINGS, INC.,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
XXXXXXXX COMMUNICATIONS, INC.,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
XXXXXXXX LICENSE CORPORATION,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
NEW JERSEY TELEVISION BROADCASTING
CORP. (N.Y.),
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
SACC ACQUISITION CORP.,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
SAT CORP.,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
SPANISH AMERICAN COMMUNICATIONS
CORPORATION,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELEMUNDO NETWORK, INC.,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELEMUNDO NEWS NETWORK, INC.,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELEMUNDO OF CHICAGO, INC.,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELEMUNDO OF COLORADO SPRINGS, INC.,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELEMUNDO OF FLORIDA, INC.,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELEMUNDO OF FLORIDA LICENSE
CORPORATION,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELEMUNDO OF GALVESTON-HOUSTON, INC.,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELEMUNDO OF GALVESTON-HOUSTON
LICENSE CORPORATION,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELEMUNDO OF LOS ANGELES, INC.,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELEMUNDO OF LOS ANGELES LICENSE CORP.,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELEMUNDO OF MEXICO, INC.,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELEMUNDO OF NORTHERN CALIFORNIA, INC.,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELEMUNDO OF NORTHERN CALIFORNIA
LICENSE CORPORATION,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELEMUNDO OF PUERTO RICO LICENSE
CORPORATION,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELEMUNDO OF SAN ANTONIO, INC.,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELEMUNDO OF SAN ANTONIO LICENSE
CORPORATION,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELEMUNDO OF STEAMBOAT SPRINGS
COLORADO, INC.,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELEMUNDO OF STEAMBOAT SPRINGS
COLORADO LICENSE CORPORATION,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELEMUNDO OF KEY WEST, INC.,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELEMUNDO OF KEY WEST LICENSE
CORPORATION,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELENOTICIAS DEL MUNDO, INC.,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TELENOTICIAS DEL MUNDO, L.P.,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
TU MUNDO MUSIC, INC.,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
VIDEO 44 ACQUISITION CORP., INC.,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
WNJU LICENSE CORPORATION,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
WNJU-TV BROADCASTING CORPORATION,
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer
CREDIT SUISSE FIRST BOSTON, as Collateral Agent,
by /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Director
by /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Schedule I to the
Pledge Agreement
SUBSIDIARY PLEDGORS
Name Address
---- -------
Xxxxxxxx Communications, Inc. 0000X Xxx Xxx
Xxxxxxxx, XX 00000
Xxxxxxxx License Corporation 0000 Xxxx 0xx Xxxxxx
Xxxxxxx, XX 00000
New Jersey Television Broadcasting Corp. 0000 Xxxxxxxx, Xxx. 000
(X.X.) Xxx Xxxx, XX 00000
SACC Acquisition Corp. 0000 Xxxx 0xx Xxxxxx
Xxxxxxx, XX 00000
SAT Corp. 0000 Xxxx 0xx Xxxxxx
Xxxxxxx, XX 00000
Spanish American Communications 0000 Xxxx 0xx Xxxxxx
Xxxxxxxxxxx Xxxxxxx, XX 00000
Telemundo Network, Inc. 0000 Xxxx 0xx Xxxxxx
Xxxxxxx, XX 00000
Telemundo News Network, Inc. 0000 Xxxx 0xx Xxxxxx
Xxxxxxx, XX 00000
Telemundo of Chicago, Inc. 0000 Xxxx 0xx Xxxxxx
Xxxxxxx, XX 00000
Telemundo of Colorado Springs, Inc. 0000 Xxxx 0xx Xxxxxx
Xxxxxxx, XX 00000
Telemundo of Florida, Inc. 0000 Xxxx 0xx Xxxxxx
Xxxxxxx, XX 00000
Telemundo of Florida License Corporation 0000 Xxxx 0xx Xxxxxx
Xxxxxxx, XX 00000
Telemundo of Galveston-Houston, Inc. 0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxx, XX 00000
Telemundo of Galveston-Houston License 0000 Xxxx 0xx Xxxxxx
Xxxxxxxxxxx Xxxxxxx, XX 00000
Telemundo of Los Angeles, Inc. 0000 Xxxx Xxxxxx Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Telemundo of Los Angeles License Corp. 0000 Xxxx 0xx Xxxxxx
Xxxxxxx, XX 00000
Telemundo of Mexico, Inc. 0000 Xxxx 0xx Xxxxxx
Xxxxxxx, XX 00000
Telemundo of Northern California, Inc. 0000 Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
Telemundo of Northern California License 0000 Xxxx 0xx Xxxxxx
Xxxxxxxxxxx Xxxxxxx, XX 00000
Telemundo of Puerto Rico License 0000 Xxxx 0xx Xxxxxx
Xxxxxxxxxxx Xxxxxxx, XX 00000
Telemundo of San Antonio, Inc. 0000 Xxx Xxxxx
Xxx Xxxxxxx, XX 00000
Telemundo of San Antonio License 0000 Xxxx 0xx Xxxxxx
Xxxxxxxxxxx Xxxxxxx, XX 00000
Telemundo of Steamboat Springs Colorado, 0000 Xxxxxxx Xxxxxx, Xxxxx 000
Inc. Xxxxxx, XX 00000
Telemundo of Steamboat Springs Colorado 0000 Xxxx 0xx Xxxxxx
License Corporation Xxxxxxx, XX 00000
Telemundo of Key West, Inc. 0000 Xxxx 0xx Xxxxxx
Xxxxxxx, XX 00000
Telemundo of Key West License Corporation 0000 Xxxx 0xx Xxxxxx
Xxxxxxx, XX 00000
Telenoticias del Mundo, Inc. 0000 Xxxx 0xx Xxxxxx
Xxxxxxx, XX 00000
Telenoticias del Mundo, L.P. 0000 Xxxx 0xx Xxxxxx
Xxxxxxx, XX 00000
Tu Mundo Music, Inc. 0000 Xxxx 0xx Xxxxxx
Xxxxxxx, XX 00000
Video 44 Acquisition Corp. Inc. 0000 Xxxx 0xx Xxxxxx
Xxxxxxx, XX 00000
WNJU License Corporation 0000 Xxxx 0xx Xxxxxx
Xxxxxxx, XX 00000
WNJU-TV Broadcasting Corporation 00 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Annex 1 to the
Pledge Agreement
SUPPLEMENT NO. (this "Supplement") dated as of ,
to the AMENDED AND RESTATED PLEDGE AGREEMENT dated as of August
12, 1998, as amended and restated as of June 1, 2001 among
TELEMUNDO GROUP, INC., a Delaware corporation (the "Borrower"),
TELEMUNDO HOLDINGS, INC., a Delaware corporation of which the
Borrower is a wholly owned subsidiary ("Holdings"), each
subsidiary of Holdings listed on Schedule I hereto (such
subsidiaries being called individually a "Subsidiary Pledgor" and
collectively the "Subsidiary Pledgors"; the Borrower, Holdings
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).
A. Reference is made to (a) the Credit Agreement dated as of August 4,
1998, as amended and restated in the form of the Amended and Restated Credit
Agreement as of June 1, 2001 (as amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"), among the Borrower, Holdings, the
lenders from time to time party thereto (the "Lenders") and CSFB, as
administrative agent (in such capacity, the "Administrative Agent"), Collateral
Agent and issuing bank (in such capacity, the "Issuing Bank") and (b) the
Subsidiary Guarantee Agreement referred to therein.
B. Capitalized terms used and not otherwise defined herein are used with
the meanings assigned to such terms in the Credit Agreement and the Pledge
Agreement.
C. The Pledgors have entered into the Pledge Agreement in order to induce
the Lenders to make Loans and the Issuing Bank to issue Letters of Credit.
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 the Pledge Agreement as a
Subsidiary Pledgor upon becoming a Subsidiary if such Subsidiary owns or
possesses property of a type that would be considered Collateral under the
Pledge Agreement. Section 24 of the Pledge Agreement provides that such
Subsidiaries may become Subsidiary Pledgors under the Pledge Agreement by
execution and delivery of an instrument in the form of this Supplement. The
undersigned Subsidiary (the "New Pledgor") is executing this Supplement in
accordance with the requirements of the Credit Agreement to become a Subsidiary
Pledgor under the Pledge Agreement in order to induce the Lenders to make
additional Loans and the Issuing Bank to issue additional Letters of Credit and
as consideration for Loans previously made and Letters of Credit previously
issued.
Accordingly, the Collateral Agent and the New Pledgor agree as follows:
SECTION 1. In accordance with Section 24 of the Pledge Agreement, the New
Pledgor by its signature below becomes a Pledgor under the Pledge Agreement with
the same force and effect as if originally named therein as a Pledgor and the
New Pledgor hereby agrees (a) to all the terms and provisions of the Pledge
Agreement applicable to it as a Pledgor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Pledgor there
under are true and correct on and as of the date hereof. In furtherance of the
foregoing, the New Pledgor, as security for the payment and performance in full
of the Obligations, does hereby create and grant to the Collateral Agent, its
successors and assigns, for the benefit of the Secured Parties, their successors
and assigns, a security interest in and lien on all of the New Pledgor's right,
title and interest in and to the Collateral of the New Pledgor. Each reference
to a "Subsidiary Pledgor" or a "Pledgor" in the Pledge Agreement shall be deemed
to include the New Pledgor. The Pledge Agreement is hereby incorporated herein
by reference.
SECTION 2. The New Pledgor represents and warrants to the Collateral Agent
and the other Secured Parties that this Supplement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms.
SECTION 3. This Supplement may be executed in counterparts, each of which
shall constitute an original, but all of which when taken together shall
constitute a single contract. This Supplement shall become effective when the
Collateral Agent shall have received counterparts of this Supplement that, when
taken together, bear the signatures of the New Pledgor and the Collateral Agent.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.
SECTION 4. The New Pledgor hereby represents and warrants that set forth
on Schedule I attached hereto is a true and correct schedule of all its Pledged
Securities.
SECTION 5. Except as expressly supplemented hereby, the Pledge Agreement
shall remain in full force and effect.
SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect,
neither party hereto shall be required to comply with such provision for so long
as such provision is held to be invalid, illegal or unenforceable, but the
validity, legality and enforceability of the remaining provisions contained
herein and in the Pledge Agreement shall not in any way be affected or impaired.
The parties hereto 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 8. All communications and notices hereunder shall be in writing
and given as provided in Section 15 of the Pledge Agreement. All communications
and notices hereunder to the New Pledgor shall be given to it at the address set
forth under its signature hereto.
SECTION 9. The New Pledgor agrees to reimburse the Collateral Agent for
its reasonable out-of-pocket expenses in connection with this Supplement,
including the reasonable fees, other charges and disbursements of counsel for
the Collateral Agent.
IN WITNESS WHEREOF, the New Pledgor and the Collateral Agent have duly
executed this Supplement to the Pledge Agreement as of the day and year first
above written.
[Name of New Pledgor],
by
Name:
Title:
Address:
CREDIT SUISSE FIRST BOSTON,
as Collateral Agent,
by
Name:
Title:
by
Name:
Title:
I to Supplement No.
to the Pledge Agreement
Pledged Securities of the New Pledgor
-------------------------------------
CAPITAL STOCK
Issuer Number of Registered Number and Percentage
------ Certificate Owner Class of Shares of Shares
----------- ---------- --------------- ----------
DEBT SECURITIES
Issuer Principal Date of Note Maturity Date
------ Amount ------------ -------------
------
